Exhibit 10.17


 


EMPLOYMENT AGREEMENT


 


Panolam
Industries International, Inc. (“Panolam”) and Jeffrey M. Muller (“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 Vice President
of Human Resources and General Counsel 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


 


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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:


 


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


 


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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.


 


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


 


	
  PANOLAM INDUSTRIES

  	
   

  	
  JEFFREY M. MULLER

  
	
  INTERNATIONAL, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Robert J. Muller

  	
   

  	
   

  	
  /s/ Jeffrey M. Muller

  	
   

  
	
  Name: Robert
  J. Muller

  	
   

  	
  Name: Jeffrey
  M. Muller

  
	
  Title:   President and Chief Executive Officer

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  September 19, 2007

  	
   

  	
   

  	
  Date:

  	
  August 31, 2007

  	
   

  
							



 


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