Exhibit 10.3EMPLOYMENT AND CONFIDENTIALITY AGREEMENT     This Agreement made and executed this 23rd day of February, 2007, effective as ofDecember 1, 2006, by and between MORRIS H. WHEELER (hereinafter “Employee”) and COHESANTTECHNOLOGIES INC., a Delaware corporation (hereinafter “Company”).     WHEREAS, the Employee is the President and Chief Executive Officer of the Company;     WHEREAS, the Company and the Employee desire to provide that Employee shall continue with theCompany in such capacity in the future upon the terms and conditions contained herein;     NOW, THEREFORE, in consideration of the mutual promises contained herein and other good andvaluable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged,Company and the Employee agree as follows:Section 1 — Definitions.     Capitalized terms in this Agreement not otherwise defined in this Agreement will have themeanings set forth in this Section 1.     (a) “Affiliate” of a person or entity means, collectively and individually, a person or entitythat, directly or indirectly, through one or more intermediaries, is controlled by or is undercommon control with such person or entity.     (b) “Business” means; (i) the protection and renewal of water and wastewater infrastructure,including, but not limited to, collection systems, water treatment facilities, wastewater treatmentfacilities, water storage facilities, and water distribution and other piping systems formunicipal, industrial, commercial and residential infrastructures (collectively, “Water andWastewater Infrastructure”); (ii) the design, development, manufacture and sale of specialtypolymer coatings designed for the protection and renewal of Water and Wastewater Infrastructure;and (iii) the design, development, manufacture and sale of plural-component spray finishing andcoating equipment, replacement parts and supplies used in the operation of this equipment inapplying polyesters, polyurethanes, polyureas and epoxies. The protection and renewal of Water andWastewater Infrastructure is effected by the direct application by the Company of corrosionprotection and other specialty coatings to the Water and Wastewater Infrastructure, as well as thelicensing, franchising, sale or other distribution of the Company’s or similar technology relatingto such coating processes to third parties that effects such rehabilitation work.
 

 
     (c) “Cause” means that, in the reasonable judgment of the Board, including at least two-thirdsof the “independent directors” (as such term is defined in the rules and regulations of the NasdaqStock Market), any of the following events have occurred:     (i) the willful and continued failure by Employee to substantially perform his duties with theCompany, after written notification by the Company, and the failure to correct such breach orfailure within a 30-day period following such notification;     (ii) the willful engagement by Employee in conduct which is demonstrably injurious to theCompany, financially or otherwise; provided that actions undertaken to implement a policy, businessplan, acquisition or other plan approved by the Board of Directors and subsequently found to beinjurious, financially or otherwise, is not the type of conduct that gives rise to grounds fortermination under this subsection (c);     (iii) action or inaction by Employee that is a breach of fiduciary duty consisting ofself-dealing, gross negligence or willful misconduct with respect to the Company or any of itssubsidiaries or the engagement by Employee in egregious misconduct involving moral turpitude; or     (iv) Employee’s conviction of, or plea of guilty or nolo contendere to a felony or a crime ofmoral turpitude.For purposes of this Agreement, no act, or failure to act, by Employee shall be deemed “willful”unless done, or omitted to be done, by Employee not in good faith and without reasonable beliefthat such action was in the best interest of the Company. Any actions taken by the Employee thatare determined to be contrary to the express policies or directives of the Board of Directors oroutside the scope of authority of the Employee, as expressly stated by the Board, shall not beconsidered in the best interest of the Company.     (d) “Compete” means to own, manage, operate, control or advise as an employee, director,officer, consultant, or otherwise, whether directly or indirectly, any business (whether a soleproprietorship, partnership, corporation, limited liability company, firm, joint venture, trust orother entity) that is engaged in the Business at any time during the Employment Period.     (e) “Good Reason” means (i) a material and continuing failure to pay to Employee compensationand benefits that have been earned, if any, by Employee, (ii) any downward adjustment by the Boardof Directors in Employee’s base salary (excluding an “across the board” decrease in the salaries ofexecutive officers and senior employees of not greater than ten percent (10%) from the prior year,(iii) a material reduction in Employee’s title, position or responsibilities, or (iv) any breach bythe Company of this Employment Agreement which
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is material and which is not cured within thirty (30) days after written notice thereof to theCompany from Employee.     (f) “Permanent disability” shall mean the inability of Employee to perform his dutieshereunder due to physical or mental illness, including drug abuse and alcoholism, for either (i)270 days within any consecutive 12-month period or (ii) a six (6) consecutive months period. Inaddition, the “permanent disability” of Employee shall also have been deemed to have occurred ifthe Employee shall have had appointed a guardian or conservator for him or such appointment shallhave been made by a court of competent jurisdiction.     (g) “Restricted Period” means the period during which the Employee is employed by the Companyand for a period of eighteen (18) months thereafter.     (h) “Total Compensation” means all compensation payable to the Employee, on an annual basis,pursuant to the terms of paragraph (a), (e) and (f) of Section 4 hereof.Section 2 — Employment and Term.     The Company hereby employs the Employee, and the Employee hereby accepts such employment, foran initial term commencing on December 1, 2006 and ending on November 30, 2009, unless soonerterminated in accordance with Section 5 or Section 8 herein; with such employment to continue inaccordance with the terms of this Agreement from year to year thereafter unless one party gives theother party at least six months advance written notice of its election not to renew this Agreement(said initial term and any continuation thereof being hereinafter referred to as the “EmploymentTerm”).     During the Employment Term, Employee agrees to devote such time and attention to hisemployment by Company, as the parties mutually agree, and to perform all duties assigned by Companyfaithfully and industriously and to the best of Employee’s ability. The parties recognize thatEmployee may engage in unrelated business ventures, provided such additional outside employmentdoes not interfere with his duties or responsibilities to the Company. Notwithstanding theforegoing, it is specifically agreed that the Employee’s current scope of activities with andthrough Drummond Road LLC will not be deemed to be prohibited by this Section.Section 3 — Duties and Authority.     During the Employment Term, the Employee agrees (i) to perform such duties as may bereasonably requested by the Company’s Board of Directors and (ii) to comply with all policies anddirectives now or hereafter issued by the Company’s Board of Directors; (iii) to perform well andfaithfully all of the duties referred to above in accordance with the rules and regulationsestablished and to be established by the Company.
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Section 4 — Compensation.     During the Employment Term, the Company will pay or provide, as the case may be, to theEmployee the following (collectively, “Compensation”):     (a) Asof January 1, 2007, a base salary (“Base Salary”), payable bi-weekly (and subject to normal and customarypayroll deductions), at the rate of Two Hundred Twenty Thousand Dollars ($220,000) per annum;provided, however, effective on January 1 on an annual basis, the Employee’s BaseSalary shall be increased by the greater of (i) an amount determined by the Board ofDirectors or (ii) the increase in the cost of living as determined by reference to the ConsumerPrice Index for Urban Wage Earners and Clerical Workers (Cleveland/Akron), published by the U.S.Government comparing the index at December 1 of one year to December 1 of the preceding year; andfurther provided, that the Board of Directors may reduce the annual salary solely in connectionwith an “across the board” salary reduction in the salaries of the executive officers and keyemployees. In connection with any such salary reduction, such reduction may not exceed tenpercent (10%) and may not occur more than one time during the Employment Term.     (b) Reimbursement (or payment on the Employee’s behalf) of the Employee’s reasonable businesstravel, entertainment or other expenses incurred in the performance of the Employee’s dutieshereunder;     (c) Medical, hospitalization and dental insurance for the Employee and his dependentsconsistent with the insurance provided to other executive officers employees of the Company and itssubsidiaries and participation in any pension, profit sharing, 401(k), or any other benefit planadopted by the Company in which the Company’s and its subsidiaries’ executive officers or employeesare generally eligible to participate;     (d) Thirty (30) days paid time off per year;     (e) Automobile allowance of One Thousand Three Hundred Dollars ($1,300) per month, andreimbursement for all repairs, maintenance, gasoline and other business related expenses inconnection therewith; and     (f) Annual bonus based upon the return on equity, compounded annual growth in adjusted bookvalue of the Company or such other pre-determined performance metrics designated periodically bythe Board of Directors . The Employee’s bonus potential shall be set at the time of establishmentof the threshold, target and stretch performance goals. Employee’s annual bonus shall be paid intwo installments on June 30th and December 31st pursuant to the terms of amanagement incentive plan adopted by the Compensation Committee of the Board of Directors of theCompany. The June 30th payment shall be equal to 25% of the estimated annual bonuspayable based upon annualized year-to-date
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performance as of May 31th, as reasonably calculated by the Chief Financial Officerof the Company. The December 31st payment shall be based upon actual annualperformance.     (g) Long-term incentive payments, in the form of cash and/or equity compensation, pursuant tosuch incentive plans as may be adopted by the Compensation Committee of the Board of Directors ofthe Company.     (h) Financial and tax planning services approved by the Compensation Committee of] the Boardof Directors of the Company in an amount not to exceed $10,000 per annum.Section 5 — Disability and Death.     (a) In the event of the Permanent Disability of Employee, the Company shall have the rightthereafter to terminate this Agreement with Employee by sending written notice of such terminationto Employee, and thereupon this Agreement shall terminate.     (b) The parties hereto hereby agree that if a disagreement arises as to whether a condition ofPermanent Disability exists hereunder, Employee shall submit to a physical examination by aphysician of the Company’s choice affiliated with either The Cleveland Clinic or UniversityHospitals, or their successors. The physician’s determination shall be conclusive upon allparties. The Company shall bear the expense of the physician. Employee hereby consents to theexamination provided for herein and waives, if applicable, any privilege that exists between anyphysician and Employee as a result of such examination.     (c) This Agreement shall also terminate upon and as of the date of death of the Employee atany time during the Employment Term. In the event of the death of Employee, all Compensation dueEmployee up to the date of death, as well as salary due through the remainder of the currentemployment year, shall be paid to Employee’s estate or beneficiaries.     (d) Notwithstanding anything contained herein to the contrary, Employee shall be compensatedas set forth in this Agreement, through the date of termination of this Agreement due to PermanentDisability or death; provided, however, in the event of Permanent Disability any such compensationshall be reduced by any amounts payable to Employee from or in respect of disability insurance planfor which the Company has paid any portion of the premiums therefore and which payments arereceived by the Employee for the period of such incapacity or illness.Section 6 — Indemnification/Insurance.     In addition to the payments due under Section 4 hereof, the Company will hold harmless,indemnify and defend the Employee (including advancing expenses as and when
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incurred) from and against any claims, investigations and proceedings for any actions taken inhis capacity as a director, officer or employee during the term of his employment or service withthe Company to the maximum extent permitted by law. At minimum, the Employee shall be entitled tothe same indemnification protection provided under applicable law and/or the Company’s governingdocuments, as well as the same liability insurance (if any) currently in effect or hereafterobtained by the Company, for its directors and officers. The provisions of this Section 6 shallsurvive any expiration or termination of this Agreement or the Employee’s employment with theCompany.Section 7 — Ownership of Programs and Materials.     Employee acknowledges that Intellectual Property developed for Company use, in whole or inpart, is proprietary and confidential information of Company, developed at great expense toCompany. Employee acknowledges and agrees that all Intellectual Property relating to the Businessdeveloped by the Employee during Employee’s employment that is subject to copyright protectionshall be deemed “work made for hire” pursuant to the Copyright Act, as amended, 17 U.S.C. § 101, etseq. and shall be the sole property of Company. Provided, further, that, to the extent that anyIntellectual Property relating to the Business, that is subject to protection under the CopyrightAct, is not deemed “work-for-hire,” Employee hereby assigns to Company all rights that the Employeemay have or acquire with respect to such Intellectual Property, including all copyright rights withrespect thereto. Employee further hereby assigns to Company all patent and all other ownershiprights to the Intellectual Property to Company. Employee hereby agrees to execute any and alldocuments necessary to carry out the aforesaid assignment. Employee further agrees that ifEmployee fails to execute any such documents or is unavailable at the time necessary for suchexecution, Company is hereby appointed as Employee’s attorney-in-fact for the purpose of executingsuch documents.Section 8 — Termination.     In addition to the termination provisions set forth in Section 5 of this Agreement, theCompany may terminate this Agreement at any time with or without “Cause”. If the Companyterminates Employee’s employment for reasons other than “Cause”, Employee shall be entitled to alump-sum severance payment equal to the payments and benefits under this contract on the remainingEmployment Term, but in no event shall the payment be equal to an amount that is less than eighteenmonths of his then base salary plus 1.5 times the annual bonus based on the assumption that theCompany and Employee had achieved the targeted performance goals for the year of termination.Further, Employee shall be entitled to continued medical, hospitalization and dental insurance,consistent with that provided during employment, at the Company’s expense, as well as his autoallowance provided under Section 4(e), all for a period of eighteen (18) months following the dateof employment termination. Notwithstanding the foregoing, Employee, upon written notice to theCompany delivered within 30-days of his termination date, may elect to receive a lump-sum payment
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equal to the Company’s cost of his medical, hospitalization and dental insurance and autoallowance or either of them, in lieu of continued coverage for the 18-month period. No severancepay or benefits are due under this Agreement if Employee terminates his employment voluntarily oris terminated for “Cause”.     Any termination by the Employee for Good Reason shall be deemed to be a termination by theCompany without “Cause.” Employee acknowledges that the potential severance payment hereunder isattributable, in part, to his agreement to the noncompetition provision set forth in Section 9,which is applicable regardless of the reason for his termination of employment.     Any termination of the Employee’s employment for Cause will not be in limitation of any otherright or remedy which the Company may have under this Agreement, at law, or in equity.     Should Employee’s termination for reasons other than “Cause” occur within two years after a“Change-in-Control,” Employee shall be entitled to a lump-sum severance payment equal to 2.99 ofTotal Compensation (with the annual bonus amount used in such calculation equal to the amount thatwould be payable based on the assumption that the Company and Employee had achieved the targetedperformance goals for the year such termination occurred). Further, Employee shall be entitled tocontinued medical, hospitalization and dental insurance, consistent with that provided duringemployment, at the Company’s expense, for a period of thirty six (36) months following the date ofemployment termination; provided that if the Company is unable to continue coverage for Employeeunder its group insurance plan, it shall purchase individual coverage provided that the Companyshall not be required to pay insurance premiums greater than those attributable to Employee’scoverage immediately prior to his termination of employment. Notwithstanding the foregoing,Employee, upon written notice to the Company delivered within 30-days of his termination date, mayelect to receive a lump-sum payment equal to the Company’s cost of his medical, hospitalization anddental insurance in lieu of continued coverage for such 36-month period.     A “Change in Control” means the occurrence during the Employment Term of the following events: (i) the Company merges or consolidates with, another entity and asa result of such merger or consolidation less than 51% of the voting power ofthe then-outstanding voting securities of the surviving or resulting entityimmediately after such transaction are directly or indirectly beneficiallyowned in the aggregate by the former stockholders of the Company immediatelyprior to such transaction;  (ii) a person or group acting in concert within the meaning ofSection 3(a)(9) or 13(d)(3) (as in effect on the date of this Agreement) of the
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   Securities Exchange Act of 1934, becomes the beneficial owner (as defined inRule 13d-3) of 50% or more of the voting power of the then outstandingvoting securities of the Company; provided that the foregoing shall notapply to any existing ownership interest of more than 50% of the Company’sCommon Stock;  (iii) a sale of all or substantially all of the Assets of theCompany.     If any payment or distribution, of whatever kind, to be made by the Company to or for thebenefit of Employee, following a Change of Control, is determined to be an Excess Parachute Paymentthat is not deductible by the Company for federal income tax purposes and with respect to whichEmployee will be subject to an excise tax because of Sections 280G and 4999, respectively, of theInternal Revenue Code of 1986, as amended (the “Code”), the payments or distributions shall bereduced to an amount equal to One Dollar ($1.00) less than the 280G Limit. The 280G Limit beingthe maximum amount of payments that Employee may receive without becoming subject to the excisetax imposed by Section 4999 of the Code and without the Company suffering a loss of deduction underSection 280G of the Code. If any payment or distribution is subject to reduction under thisprovision, Employee shall have the right to determine which payments or distributions shall b ereduced.     Upon the expiration of the Employment Term, Employee will return to the Company all propertyof the Company, including, but not limited to, keys, credit cards, financial reports, source codes,object codes, programs, flow charts, formulae, customer and supplier information and all othermaterials relating to the Business. The aforesaid obligations include all media containing suchinformation including any magnetic or optical media or other storage device.Section 9 — Covenant Not to Compete.     (a) The Employee covenants and agrees that during the Restricted Period, the Employee willnot, directly or indirectly, Compete anywhere that the Company engages in Business; Employeerecognizing that a substantial portion of the Company’s business is outside North America. Withoutlimiting the generality of the foregoing restrictive covenant, the Employee further covenants andagrees that during the Restricted Period, he will not: (i) promote the business of any person,firm, association or corporation or other entity engaged in a business which Competes with theBusiness; (ii) solicit, divert, take away or attempt to solicit, divert or take away any of theCompany’s customers; (iii) cause or attempt to cause any of the Company’s customers to ceasetransacting business with the Company; or (iv) induce or attempt to induce any employee of theCompany to terminate such employment. Notwithstanding the foregoing, recognizing that Employeeand his Affiliates’ other activities include investments in private and public corporations andother entities, nothing in this
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Agreement shall preclude Employee or his Affiliates, directly or indirectly, from providing capitalto other businesses, including businesses that may Compete with the Company or its subsidiaries;provided that Employee may not (i) have more than a 3% equity interest, on a fully diluted basis,in any entity that Competes with the Company or its subsidiaries, or (ii) serve as an officer,director or advisor to such entity.     (b) Reasonableness of Restrictions. Employee acknowledges that: (1) his experienceand capabilities are such that the provisions of this Section 9 will not prevent Employee fromearning a livelihood or applying his professional skills and knowledge; (ii) the terms andconditions contained in this Section 9 and in Section 10 hereof are reasonable and necessary forthe protection of the Business by the Company; and (iii) the nature of the employment arrangementcontemplated hereby is such that the Company may not be adequately compensated with monetarydamages for any violation by the Employee of any of the provisions of this Section 9 or Section 10hereof.     Accordingly, the Employee agrees and consents that if Employee violates any of the provisionscontained in this Section 9 or Section 10 hereof, the Company will be entitled to apply for aninjunction, to be issued by any court of competent jurisdiction, restraining the Employee fromcommitting or continuing any violation of this Section 9 or Section 10 hereof, and that any suchremedy sought or obtained by the Company will not be considered a waiver of the rights of theCompany to assert any other remedies it may have under this Agreement, at law or, in equity.     (c) Severability. The Employee agrees that each of the covenants set forth in thisSection 10 is separate and distinct, independent of others, and that the illegality or invalidityof any one or more of them or any part of one or more of them will not render the others illegal orinvalid, and that if the invalidity or unenforceability is due to the unreasonableness of the timeor geographical area covered by said covenants and restrictions, said covenants and restrictionswill nevertheless be enforced to the maximum extent permitted by law and effective for such periodof time and for such area as may be determined to be reasonable by a court of competentjurisdiction, and the Employee hereby consents and agrees that such scope may be judiciallymodified, accordingly, in any proceeding brought to enforce such covenants and restrictions.     (d) Independent Significance. The restrictive covenants set forth in this Section 9and the covenants of confidentiality contained in Section 10 below on the part of the Employee areof the essence of this Agreement and will be construed as independent of any other of theprovisions of this Agreement (other than the Company’s monetary obligations to Employee underSections 4 or 9), and the existence of any claim or cause of action of the Employee against theCompany (other than a claim under Section 4 or 8 hereof), whether predicated on this Agreement orotherwise, will not constitute a defense to the enforcement by the Company of any of saidrestrictive covenants.
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Section 10 — Confidential Information.     (a) Non-Disclosure in General. As a consequence of the Employee’s employment with theCompany, the Employee has and will receive and deal with confidential information and businessmethods, including, but not limited to, its unique systems, operations, processes, testingprocedures, devices, formulae, computer programs and data bases, drawings, blueprints, sketches,records, development data and reports, engineering data and reports, quality controlspecifications, cost analyses, flow charts, process sheets, know-how, information relating totechnical matters and information relating to sales, financial structure, pricing, marketing data,personnel data, and other information of like nature including but not limited to customer listsand supplier contracts (collectively, the “Confidential Information”). The Employee furtheracknowledges that Confidential Information of the Company, received or dealt with by the Employeeis of such a value and nature as to make it reasonable and necessary for the protection of theCompany that the Employee not Compete with the Company during the Restricted Period, and that theCompany will be irreparably damaged if the Employee were to disclose (other than as permitted inthis Agreement) any of the Confidential Information that the Employee has acquired or dealt with asa result of his employment or other association with the Company, or will acquire or deal with as aresult of his involvement with the Company. The Employee acknowledges that all ConfidentialInformation and other information regarding the Company compiled or obtained by the Employee, orfurnished to the Employee in connection with his involvement with the Company, is confidentialinformation and the Company’s exclusive property. Upon demand by the Company, and in any eventwithin three (3) days following termination of this Agreement for any reason, the Employee willsurrender to the Company all Confidential Information and all other original and facsimile records,documents and data in his possession or under his control pertaining to the Company.     (b) Exceptions. Confidential Information of the Business shall not be deemed toinclude information of the Business that: (i) at the time of disclosure, is properly in the public domain orthereafter properly becomes part of the public domain by publication orotherwise through no fault or act of the Employee;  (ii) the Employee can conclusively establish was properly in hispossession prior to the time of the disclosure to the Employee of theConfidential Information;  (iii) the Employee independently developed without the use of anyConfidential Information received from the Company; or  (iv) is required to be disclosed by legal process.
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Section 11 — Non-Waiver.     The failure of either party at any time or from time to time to require performance of any ofthe other party’s obligations under this Agreement will in no matter affect such party’s rights toenforce any provision of this Agreement at a subsequent time, and the waiver by either party of anyright arising out of any breach will not be construed as a waiver of any right arising out of anysubsequent breach.Section 12 — Notices.     Any notice in writing and shall be personally delivered, mailed by United States certifiedmail, return receipt requested, or sent by overnight courier addressed as follows: or as set forthin any notice of change of address previously given in writing by the addressee to the addressor:        To the Employee: Morris H. Wheeler  2923 Drummond Road  Cleveland, Ohio 44120       To the Company: Cohesant Technologies, Inc.  5845 West 82nd Street, Suite 102