Exhibit 10.15


 


EMPLOYMENT AGREEMENT


 


Panolam
Industries International, Inc. (“Panolam”) and Vincent Miceli (“Executive”),
agree that:


 


WHEREAS, Panolam
desires that Executive perform services for the company and to enter into this
Employment Agreement; and


 


WHEREAS,
Executive desires to perform services for the company and to enter into this
Employment Agreement;


 


THEREFORE, in
consideration of the mutual covenants contained herein, Panolam and Executive
agree as follows:


 


1.                                       Agreement to
Employ.   Panolam agrees to employ
Executive and Executive agrees to continue employment with the company.


 


2.                                       Term of Employment.    Panolam
and Executive agree that Panolam shall employ Executive from the date of
Executive’s execution of this Employment Agreement until either party desires
to terminate the employment relationship in its sole discretion. Panolam and
Executive agree that Executive is not entitled to continued employment for any
specific period of time and that their employment relationship may be
terminated by either party at any time, with or without notice.


 


3.                                       Position and Duties.    Executive
shall serve as Chief Financial Officer and/or in such other position or
positions as Panolam shall from time to time specify. Executive shall have
duties, responsibilities and obligations customarily assigned to individuals
serving in the position or positions in which Executive serves or may serve and
such duties, responsibilities and obligations as Panolam shall from time to
time specify. Executive shall devote Executive’s full time to the services
required by Panolam, except for vacation time and reasonable periods of absence
due to sickness, personal injury or disability. Executive shall use Executive’s
best efforts, judgment, skill and energy to advance the business and interests
of Panolam.


 


4.                                       Compensation.  
Executive
shall be paid compensation including, but not limited to, annual base salary,
bonus, fringe benefits, stock, stock options and/or other compensation as
Panolam shall from time to time specify.


 


5.                                       Termination of Employment.    If
Executive’s employment with Panolam terminates during the course of this
Agreement, Executive may be entitled to Termination Benefits as set forth
below, in addition to those accrued as of the date of termination. Termination Benefits
payable upon Executive’s termination of employment shall be determined as
follows:


 


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A.                                   Termination
For Cause: If Executive’s termination of employment results from a
Termination for Cause, Executive shall not be entitled to the Termination
Benefits set forth in this Agreement.


 


For purposes
of this Employment Agreement, “Termination for Cause” means a termination of
Executive’s employment by Panolam for any of the following reasons: (i)
Executive is convicted or enters a plea of guilty or nolo contendere to
a felony, a crime of moral turpitude, dishonesty, breach of trust or unethical
business conduct, or any crime involving the business of Panolam or its
affiliates; (ii) in the performance of Executive’s duties, or otherwise to the
detriment of Panolam or its affiliates, Executive engages in: a) willful
misconduct; b) willful or gross neglect; c) fraud; d) misappropriation; e)
embezzlement; or f) theft; (iii) Executive willfully fails to adhere to the
policies and practices of the company or to devote substantially all of
Executive’s business time and effort to the affairs of the company; (iv)
Executive breaches this Agreement in any material respect; (v) Executive is
adjudicated in a civil suit to have committed, or acknowledges in writing, the
commission of any theft, embezzlement, fraud or other intentional act of
dishonesty involving any other person; or (vi) Executive willfully violates
Panolam’s Protecting Confidentiality Information Policy, Panolam’s Conflicts of
Interest Policy, or Panolam’s Business Ethics Policy.


 


B.                                     Other Terminations:  If
Executive’s termination of employment results from Executive’s voluntary
resignation or from Executive’s retirement, death, or disability, Executive
shall not be entitled to the Termination Benefits described above.


 


C.                                     Termination Without Cause: 
If Executive’s termination of employment results from a Termination
Without Cause or Constructive Termination Without Cause, Executive shall be
entitled to:


 


i.                                          six (6) months of severance pay at
Executive’s annual salary in effect at the time of the termination, paid in
equal installments according to Panolam’s normal payroll schedule; and


 


ii.                                       continued participation for six (6)
months after the termination date, in all medical, dental, vision,
hospitalization and life insurance coverages and in all other employee welfare
benefit plans, programs and arrangements in which he or his family members were
participating on the termination date, on terms and conditions that are no less
favorable than those that applied on such date, provided that the
Executive’s entitlements under this Section 5(C) shall expire to the extent
that equivalent coverages and benefits (determined on a coverage-by-coverage
and benefit-by-benefit basis) are provided under the plans, programs or
arrangements of a subsequent employer; and


 


iii.                                    a lump sum payment
equal to the greater of the last three (3) annual bonuses paid to the Executive
before the date of termination.


 


“Termination Without Cause” shall mean any
termination of the Executive’s employment under this Agreement, other than
termination in accordance with Sections 5(A) or 5(B) of this Agreement; “Termination
Without Cause” accordingly includes any “Constructive Termination Without Cause.”  “Constructive Termination Without Cause”
shall mean a termination by the Executive of his employment under this
Agreement on 30 days’ written notice given by him to Panolam following the
occurrence of any of the following events without the Executive’s express prior
written consent, unless Panolam shall have fully cured all grounds for such
termination within 20 days after the Executive gives notice thereof:


 


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i.                                           any
reduction in his Base Salary or Target Annual Bonus; or any material reduction
in any employee benefit or perquisite enjoyed by him;


 


ii.                                        any
material diminution in the Executive’s duties or responsibilities; or


 


ii.                                       relocation
of Panolam’s principal office, or of the Executive’s own principal office as
assigned to him by Panolam, to a location more than 50 miles from Shelton,
Connecticut.


 


6.                                       Restrictive Covenants of Executive.    During any period in which the Executive
is receiving benefits under Section 5 of this Agreement:


 


A.                                   Non-solicitation:  The Executive shall not directly or
indirectly (A) solicit any of the Company’s employees to terminate employment
with the Company or (B) interfere in any other manner with the employment
relationships at the time existing between the Company and its current or
prospective employees.


 


B.                                     Non-compete:  Executive hereby agrees not to directly or
indirectly compete with the business of the Company. The term “not compete” as
used herein shall mean that the Executive shall not own, manage, operate, consult
or to be employed in a business that manufactures decorative surfacing products
or laminate products substantially similar to, or competitive with, the present
business of the Company or such other business activity in which the Company
may substantially engage during the term of employment.


 


C.                                     Proprietary
Information:  The Executive shall not
willfully violate Panolam’s Protecting Confidentiality Information Policy,
Panolam’s Conflicts of Interest Policy, or Panolam’s Business Ethics Policy.


 


7.                                       Other Terms And Conditions of Employment.    All
other terms and conditions of Executive’s employment including, but not limited
to, matters such as vacation time, eligibility for employee benefits,
perquisites, performance reviews, and reimbursement for business expenses,
shall be governed by Panolam’s employee handbook and/or any other existing
policies and/or practices of the Company. Executive acknowledges that the
Company’s policies and practices are subject to change at any time in the sole
discretion of Panolam.


 


8.                                       Governing Law and
Interpretation.    This
Employment Agreement shall be governed and conformed in accordance with the
laws of the State of Connecticut without regard to its conflict of laws
provision.


 


9.                                       Amendment or Waiver.   No provision in this Agreement may be amended unless
such amendment is set forth in a writing that specifically refers to this
Agreement and is signed by the Parties. No waiver by any Person of any breach
of any condition or provision contained in this Agreement shall be deemed a
waiver of any similar or dissimilar condition or provision at the same or any
prior or subsequent time. To be effective, any waiver must be set forth in a
writing that specifically refers to the condition or provision that is being
waived and is signed by the waiving Person.


 


 


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The parties
knowingly and voluntarily sign and enter into this Employment Agreement as of
the date(s) set forth below:


 


	
  PANOLAM
  INDUSTRIES

  	
   

  	
  VINCENT MICELI

  
	
  INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert J. Muller

  	
   

  	
   

  	
  /s/ Vincent S. Miceli

  	
   

  
	
  Name:

  	
  Robert J. Muller

  	
   

  	
   

  
	
  Title:

  	
   President and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:  September 19, 2007

  	
   

  	
  Date:  September 19, 2007

  
						



 


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