Exhibit 10(z)
EMPLOYMENT CONTRACT AGREEMENT
FOR ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
EMPLOYMENT AGREEMENT
THIS AGREEMENT (the "Agreement") is made as of the 12 day of December, 2001
(the "Agreement Date"), by and between LESCO, INC., an Ohio corporation (the
"Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (the "Executive").
WHEREAS, the Company desires to provide for the employment of the Executive
on the terms and conditions set fourth herein, in the best interest of the
Company any and its constituencies; and
WHEREAS, the Executive desires to be employed by the Company as provided
herein;
NOW, THEREFORE, in consideration of the premises and the respective
covenants and agreements of the parties herein contained, the parties agree as
follows:
1. EMPLOYMENT. The Company agrees to employ the Executive and the
Executive agrees to be employed on a full-time basis by the Company
for the period and upon the terms and conditions hereinafter set
forth.
2. TERM: EMPLOYMENT PERIOD. The term of this Agreement shall commence on
12/12/01 (the "Effective Date") and shall continue hereunder until
terminated under the provisions of Section 6 of this Agreement. The
period during which the Executive is employed by the Company pursuant
to this Agreement is referred to herein as the "Employment Period."
The date on which the termination of the Executive's employment
hereunder shall become effective is referred to herein as the
"Termination Date." For purposes of this Agreement an "Employment
Year" shall be the calendar year.
3. POSITION AND DUTIES. During the Employment Period, the Executive shall
serve as President and Chief Operating Officer of the Company and
shall have such responsibilities, duties and authority as are
customarily and ordinarily exercised by executives in similar
positions in similar businesses in the United States and shall
exercise such responsibilities, duties and authority consistent with
the foregoing as the Company's Chief Executive Officer and Chairman of
the Company's Board of Directors (the "Board") shall determine from
time to time. During the Employment Period, the Executive shall report
to the Company's Chief Executive Officer and Chairman of the Board.
The Executive shall devote substantially all his working time and
efforts to the business and affairs of the Company and shall use his
best efforts to carry out his responsibilities faithfully and
efficiently in a professional manner. Notwithstanding the foregoing,
it is understood that during the Employment Period, subject to any
conflict of interest policies of the Company and Section 8, the
Executive may (i) serve in any capacity with any civic, charitable, or
industry organizations provided that such service does not materially
interfere with his duties and responsibilities
hereunder or the interests of LESCO (ii) make and manage personal
investments of his choice, and (iii) with approval of LESCO, which
approval shall not be unreasonably withheld, serve on the board of
directors of up to two (2) noncompeting for-profit business
enterprises. Executive shall attend meetings of the Board in his
capacity as President and Chief Operating Officer as requested by the
Chairman of the Board.
4. PLACE OF PERFORMANCE. During the Employment Period, the Executive's
place of performance of his services shall be at the Company's
Strongsville, Ohio corporate headquarters, except for required travel
by the Executive on the Company's behalf
5. COMPENSATION AND BENEFITS.
(a) SALARY. During the Employment Period, the Company shall pay to
the Executive an initial annual base salary of Three Hundred
Sixty-Two Thousand Five Hundred Dollars ($362,500) (as the same
may be increased from time to tie, the "Base Salary"), such
salary to be paid in periodic installments in accordance with the
Company's payroll practices as in effect from time to time. The
Base Salary shall be reviewed annually by the Chairman of the
Board and CEO who will recommend an adjustment to the
Compensation, Governance and Nominating Committee of the Board
(the "Compensation Committee"), and may be increased from time to
time in accordance with normal business practices of the Company
and, if so increased, shall not thereafter be reduced.
(b) ANNUAL BONUS. During the Employment Period, the Executive shall
be eligible to earn an annual bonus under the Company's bonus
plan, or a successor plan thereto, as shall be in effect from
time to time (the "Bonus Plan"), subject to achievement of
performance goals determined in accordance with the terms of the
Bonus Plan (such annual bonus, the "Annual Bonus"). Such
performance goals shall include (i) a threshold level that is
tied to the goals, which if obtained, would result in an Annual
Bonus of twenty-five percent (25%) of the Base Salary, (ii) a
normative target level that is tied to the goals, which if
obtained, would result in an Annual Bonus of fifty percent (50%)
of the Base Salary and (iii) a maximum level, which if obtained,
would increase the Annual Bonus to a maximum of one hundred
percent (100%) of the Base Salary. The Annual Bonus shall be
payable as determined by the Compensation Committee of the Board
of Directors at such time as bonuses are ordinarily paid to
senior executives of the
(c) PERFORMANCE PLAN. Executive shall be entitled to immediate
participation in the Company's Performance Plan as and when such
Performance Plan is approved by the Compensation Committee of the
Board for Management Committee Members.
(d) INITIAL OPTION GRANT. The Company shall, effective as of the
Effective Date, grant to the Executive an option (the "Initial
Option") pursuant to the Company's 2000 Stock Incentive Plan (the
"Option Plan") to purchase up to one hundred fifty thousand
(150,000) shares of the Company's common stock, without par value
("Common Stock"). The Initial Option shall be evidenced by an
agreement containing such terms and conditions as the Board shall
determine are necessary and desirable, consistent with the terms
of the Option Plan; provided, however, that the Initial Option
shall:
(i) have a per share exercise price equal to the mean
between the highest and lowest selling prices of the
Common Stock on NASDAQ as of the Effective Date;
(ii) have a ten (10) year term;
(iii) vest one-third (1/3) of the Initial Option on December
31, 2002, one-third (1/3) of the Initial Option on
December 31, 2003, and one-third (1/3) of the Initial
Option on December 31, 2004;
(iv) provide that upon termination of employment hereunder
by the Company Without Cause pursuant to Section 6(e)
or the Executive For Good Reason pursuant to Section
6(e), the Initial Option shall become one hundred
percent (100%) vested and exercisable for the term of
the Initial Option.
(e) EXPENSES. During the Employment Period, the Company shall
promptly reimburse the Executive for all reasonable out-of-pocket
expenses incurred by the Executive in connection with the
business of the Company and the performance of his duties under
this Agreement in accordance with the terms of the Company's
expense reimbursement policies as in effect from time to time.
(f) BENEFIT PLANS. During the Employment, the Executive shall be
entitled to participate in all of the employee benefit plans,
programs, agreements and arrangements provided to employees
generally and to senior executives of the Company, as such are in
effect from time to time, consistent with the terms and
conditions thereof and on a basis no less favorable than that
provided to such senior executives;
(g) PERQUISITES. During the Employment Period, the Executive shall be
entitled to (i) payment by the Company any or reimbursement for
an executive annual physical examination, (ii) payment by the
Company or reimbursement for one (1) country club initiation fee
up to a maximum of Twenty-Five Thousand Dollars ($25,000), (iii)
an automobile allowance of Five Hundred Dollars ($500) per month
plus payment by the Company or reimbursement for operating
expenses, and (iv) immediate participation in the Company's
Exec-U-Care Insurance Plan.
(h) VACATIONS. During the Employment Period, the Executive shall be
entitled to vacation time, paid holidays and personal days,
determined in accordance with the Company's policy with respect
to its senior executives as in effect from time to time, it being
understand that the Executive shall be entitled to not less than
four weeks' vacation in any Employment Year.
(i) RELOCATION. The Executive shall be entitled to reimbursement for
reasonable relocation expenses to the Cleveland, Ohio area. Items
covered would include the following and no less favorable than
the Company's Relocation Policy:
(i) Closing costs and legal expenses in connection with
the sale of current home to include realtor fee to be
based on a fee structure of 7% on first $500,000 and
3% on the balance of the final sales price (Or, at
Executive's option, a flat 4% of the final sales
price);
(ii) Equity advance toward the purchase of a new home
should such closing occur prior to sale of current
home, if needed. Interest rate charged to be at the
Company's then current cost of borrowing;
(iii) Option of third-party buyout of current home with
equity based on the average of three independent
appraisals;
(iv) Closing costs related to purchase of a new home;
(v) Reimbursement for temporary living expenses in
Cleveland, Ohio area, as required, until a new home
is purchased and available for occupancy, for up to
one year;
(vi) Payment of packing/unpacking and transportation of
household goods and furnishings and personal
automobiles from Hinsdale, Illinois to Cleveland
area. At least two (2) bids will be obtained from
nationally recognized moving companies;
(vii) Reimbursement for up to three (3) house-hunting trips
for the Executive and spouse;
(viii) $2,500 payment to Executive within thirty days of
start date for miscellaneous expenses; and
(ix) Gross-up payment to Executive for taxable relocation
payments.
6. TERMINATION OF EMPLOYMENT
(a) ACCRUED BENEFITS. In the event of the termination of the Executive's
employment hereunder for any reason other than For Cause or a
Voluntary Resignation under Special Circumstances (as defined herein),
the Executive (or his estate or representative, as applicable) shall
be entitled to receive any Base Salary (earned but unpaid), prior
year's Annual Bonus or other incentive award, if the Annual Bonus or
other incentive award would have been earned had Executive continued
employment, vacation time and expenses that have in each case accrued
but are unpaid as of the Termination Date, vested options, vested
benefits under the Company's benefit plans, as well as any
post-termination benefits to which he 'nay be entitled pursuant to the
Company's retirement, insurance and other benefit plans, programs and
arrangements as in effect immediately prior to the Termination Date
(the "Accrued Benefits").
(b) DEATH. The Executive's employment hereunder shall terminate as of the
date of his death. Upon the termination of the Executive's employment
hereunder because of his death, the Executive's estate or
representative, as the case may be, shall be entitled to receive the
Accrued Benefits, except that the Annual Bonus payable, if any, will
be on a pro rata basis. Such pro rata Annual Bonus shall be determined
by multiplying the amount of the Annual Bonus by a fraction, the
numerator of which is the number of days in the Employment Year
elapsed prior to the date of death and the denominator of which is
three hundred sixty-five (365).
(c) DISABILITY. The Executive's employment hereunder may be terminated
during the Employment Period if the Executive is incapable of
performing his principal duties hereunder because of physical or
mental incapacity for a period equal to the eligibility waiting period
under the Company's long term disability insurance plan as then in
effect. In such event, the Executive (or his representatives, as
applicable) shall be entitled to receive the Accrued Benefits, except
that the Annual Bonus payable, if any, will be on a pro rata basis.
Such pro-rata Annual Bonus shall be determined by multiplying the
target amount of the Annual Bonus by a fraction, the numerator of
which is the number of days in the Employment Year elapsed prior to
the date of termination by reason of disability and the denominator of
which is three hundred and sixty-five (365).
(d) VOLUNTARY RESIGNATION. The Executive may voluntarily terminate his
employment hereunder during the Employment Period by providing 30
days' written notice of termination to the Company (a "Voluntary
Resignation") unless circumstances exist in which the Company could
terminate For Cause. In the event that the Executive's employment
hereunder is terminated pursuant to this Section 6(d), the Executive
shall be entitled to the Accrued Benefits.
(e) FOR CAUSE: VOLUNTARY RESIGNATION UNDER SPECIAL CIRCUMSTANCES. The
Executive's employment hereunder may be terminated during the
Employment Period (i) by the Company For Cause (as defined below) or
(ii) by the Executive's Voluntary Resignation under circumstances in
which the Company could terminate For Cause (a "Voluntary Resignation
Under Special Circumstances). In the event that the Company terminates
the Executive' $ employment hereunder For Cause or Executive
terminates employment by Voluntary Resignation Under Special
Circumstances, the Termination Date shall be the date specified in the
notice of termination For Cause delivered by the Company to the
Executive or the date the Executive tenders his resignation, as the
case may be. If the Executive's employment is terminated For Cause or
by a Voluntary Resignation Under Special Circumstances, the Executive
shall not be entitled to receive any further compensation or benefits
under the Employment Agreement, except as to any unpaid salary and
other benefits accrued and earned through the date of termination.
(f) WITHOUT CAUSE: FOR GOOD REASON. The Executive's employment hereunder
may be terminated during the Employment Period (i) by the Company
Without Cause or (ii) by the Executive For Good Reason. In the event
that the Executive's employment is terminated pursuant to this Section
6(f) (whether by the Company or by the Executive), the Termination
Date shall be no earlier than thirty (30) days following the date on
which a notice of termination is delivered by one party to the other.
In the event that the Executive's employment is terminated pursuant to
this Section 6(f), the Executive (or his estate or representative, as
the case may be) shall be entitled to receive (A) the Accrued
Benefits; (B) one year's Base Salary as in effect on the Termination
Date and an amount equal to the Executive's Annual Bonus at target,
both payable monthly in twelve (12) equal installments commencing on
the first day of the month following the Termination Date; (C) the
continuation of health benefits for the Executive and his eligible
dependents at no additional cost to the Executive than that which was
in effect as of the Termination Date for a period of one year, then
full COBRA continuation at Executive's expense; and (D) executive
level career outplacement services by an outplacement firm selected by
the Executive and paid for as incurred by the Company.
(g) DEFINITION OF "FOR CAUSE" AND "FOR GOOD REASON". For purposes of this
Agreement, "For Cause" means: (i) the Executive's conviction of, or
plea of guilty or no contest to, a felony, (ii) Executive engages in
conduct that constitutes fraud, willful gross neglect or willful gross
misconduct; or (iii) material breach of Executive's duties of
employment under this Agreement which is not cured within fifteen (15)
days after receipt of written notice of such material breach. For
purposes of clause (4) of this definition, action or inaction by the
Executive shall not be considered "willful" unless done or omitted by
him (A) intentionally or not in good faith and (B) without
reasonable belief that his action or inaction was in the best interest
of the Company, and shall not include failure to act by reason of
total or partial incapacity due to physical or mental illness.
For purposes of this Agreement, "For Good Reason" means (i) material
breach of this Agreement by the Company which is 'lot cured within
fifteen (15) days after receipt of written notice of such material
breach: (ii) without Executive's consent; (A) and material diminution
in Executive's duties or authority, (B) any assignment of duties
materially inconsistent with Executive's duties as provided in Section
3, (C) any change in the reporting structure to someone other that the
Company's Chief Executive Officer and Chairman of the Board, or (D)
any requirement that Executive's relocate his principal residence
outside of the greater Cleveland, Ohio area; or (iii) if ▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇ is no longer the Chief Executive Officer, and Executive is not
appointed/elected to the position of Chief Executive Officer or if any
other person is appointed/elected to the position of Chief Executive
Officer. For purposes of this paragraph 6(g), Executive shall be
deemed to have consented to any of the items listed in clause (ii)
unless he gives written notice of his objection to the Chief Executive
Officer and Chairman within thirty (90) days of the event.
(h) RETENTION AGREEMENT. The provisions set forth in the Retention
Agreement attached hereto as Exhibit A are hereby incorporated into
this Agreement. The Executive hereby acknowledges that in the event he
becomes entitled to the payments set forth in the Retention Agreement,
that such payments will be in lieu of any other payments to be made
pursuant to the terms of this Agreement.
(i) NO MITIGATION. Upon termination of the Executive's employment with the
Company, subject to the Executive's affirmative obligations pursuant
to Section 8, the Executive shall be under no obligation to seek:
other employment or otherwise mitigate the obligations of the Company
under this Agreement.
7. DIRECTORS' AND OFFICERS' INSURANCE: INDEMNIFICATION. In addition to any
rights to indemnification to which the Executive is entitled under the
Company's Articles of Incorporation and Code of Regulations (and any
directors and officers liability insurance policy), the Company shall
indemnify the Executive at all times during and after the Employment Period
to the maximum extent permitted under the Ohio Corporation Act or any
successor provision thereof, and any and all applicable state law and shall
pay the Executive's expenses (including reasonable attorneys' fees and
expenses, which shall be paid in advance by the Company as incurred,
subject to recoupment in accordance with applicable law) in defending any
civil action, suit or proceeding in advance of the final disposition of
such action, suit or proceeding to the maximum extent permitted under such
applicable state laws for the Executive's action or inaction on behalf of
the Company under the terms of this Agreement including but not limited to
any acts or alleged acts arising out of events prior to the Executive's
employment by the Company which obligation shall survive the termination of
the Executive's employment or the termination of the other provisions of this
Agreement.
8. CONFIDENTIAL INFORMATION. For purposes of this Section 8, "Company" shall
mean the Company, its subsidiaries and affiliates.
(a) Executive acknowledges the Company's reliance and expectation of
Executive's continued commitment to performance of his duties and
responsibilities during the Employment Period. In light of such
reliance and expectation on the part of the Company, during the
Employment Period and for a period beginning the Termination Date and
ending the later of (i) the date Executive no longer receives payment
from the Company or (ii) two (2) years from the Termination Date (and,
as to clauses (ii) of this subparagraph (a), at any time during and
after the Employment Period), Executive shall riot' directly or
indirectly, do or suffer any of the following, except as otherwise
expressly provided in this Agreement:
(j) Own, manage, control or participate in the ownership,
management, or control of, or be employed or engaged by or
otherwise affiliated or associated as a consultant,
independent Contractor or otherwise with, any other
corporation, partnership, proprietorship, firm, association
or other business entity, or otherwise engage in any
business, which is in competition with the Company (as
described in subparagraph (b) below); provided however, that
the ownership of not more than one percent (1%) of any class
of publicly traded securities of any entity shall not be
deemed a violation of this covenant;
(ii) Disclose, divulge, discuss, copy or otherwise use or suffer
to be used in any manner, the customer lists, manufacturing
methods, product research or engineering data or other trade
secrets of the Company, it being acknowledged by Executive
that all such information regarding the business of the
Company compiled or obtained by, or furnished to, Executive
while Executive shall have been employed by or associated
with the Company is confidential information and the
Company's exclusive property; and
(iii) Directly, or indirectly contact, solicit or entice away (or
attempt or assist in ally such action) any customers,
suppliers, contractors or employees of the Company, or in
any way disparage any product or person associated with the
Company.
(b) For purposes of this Agreement, an entity shall be deemed to be in
competition with the Company if such entity is engaged in the business
of operating service centers for, or manufacturing or distributing,
professional lawn or turf care equipment, fertilizers or supplies in
the United States, or any other business in which the Company is
engaged during the Employment Period.
(c) Executive expressly agrees and understands that the remedy at law for
any breach by him of this Section 8 will be inadequate and that the
damages flowing from such breach are not readily susceptible to being
measured in monetary terms. Accordingly, it is acknowledged that, upon
adequate proof of Executive's violation of any legally enforceable
provision of this Section 8, the Company shall be entitled to
immediate injunctive relief and may obtain a temporary order
restraining any threatened or further breach. Nothing in this Section
8 shall be deemed to limit the Company's remedies at law or in equity
for any breach by Executive of any of the provisions of this Section 8
that may be pursued or availed of by the Company.
(d) If Executive violates any legally enforceable provision of this
Section 8 as to which there is a specific time period during which he
is prohibited from taking certain actions or from engaging in certain
activities, as set forth in such provision, then, in such event, such
violation shall toll the running of such time period from the date of
such violation until such violation shall cease.
(e) Executive has carefully considered the nature and extent of the
restrictions upon him and the rights and remedies conferred upon the
Company under this Section 8, and has had legal advice concerning the
same, and hereby acknowledges and agrees that the same are reasonable
in time and territory, are designed to eliminate competition which
otherwise would be unfair to the Company, do not stifle the inherent
skill and experience of Executive, would not operate as a bar to
Executive's sole means of support, are fully required to protect the
legitimate interests of the Company and do not confer a benefit upon
the Company disproportionate to the detriment to Executive.
9. WITHHOLDING TAXES. All payments to Executive, including the issuance of
Common Stock required to be made to Executive under this Agreement, shall
be subject to withholding on account of federal, state and local taxes as
required by law. If any particular payment required hereunder is
insufficient to provide the amount of such taxes required to be withheld,
the Company may withhold such taxes from any other payment due Executive.
If cash payments due Executive are insufficient to provide the required
amount of such withholding taxes, Executive, within five (5) days of
written notice from the Company, shall pay to the Company the amount of
such withholding taxes in excess of all cash payments due Executive at the
time such withholding is required to be made by the Company.
10. NO CONFLICTING AGREEMENTS. Executive represents and warrants that he is not
a party to any agreement, contract or understanding, whether employment or
otherwise, which would restrict or prohibit him from undertaking or
performing employment or services and advice in accordance with the terms
and conditions of this Agreement.
11. SEVERABILITY. It is the desire and intent of the parties that the
provisions of this Agreement shall be enforced to the fullest extent
permissible under the laws and public policies applied in each jurisdiction
in which enforcement is sought. Accordingly, if any particular provision
or portion of this Agreement shall be adjudicated to be invalid or
unenforceable, this Agreement shall be deemed amended to delete therefrom
the portion thus adjudicated to be invalid or unenforceable, such deletion
to apply only with respect to the operation of such provision in the
particular jurisdiction in which such adjudication is made.
12. NOTICES. Any notice to be given under this Agreement shall be personally
delivered in writing or shall have been deemed duly given when received
after it is posted in the United States mail, postage prepaid, registered
or certified, return receipt requested, and if mailed to the Company, shall
be addressed to it at ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇,
Attention: General Counsel, with a copy to ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, 3200
National City Center, ▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, Attention:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇, and if mailed to Executive, shall be addressed to him at
his home address in accordance with Company records or at such other
address or addresses or to such other persons as either the Company or
Executive may hereafter designate in writing to the other.
13. GOVERNING LAW. This Agreement shall be governed by and construed and
enforced in accordance with the laws of the State of Ohio, without regard
to its conflicts of laws provisions.
14. ASSIGNMENT. Neither this Agreement nor any rights or duties hereunder may
be assigned by the Executive without the prior written consent of the
Company. The Company shall have the right at any time to assign this
Agreement to its successors and assigns; provided, however, that the
assignee or transferee is the successor to all or substantially all of the
business and assets of the Company and such assignee or transferee
expressly assumes all of the obligations, duties and liabilities of the
Company set forth in this Agreement.
15. AMENDMENTS. No provisions of this Agreement shall be altered, amended,
revoked or waived except by an instrument in writing, signed by each party
to this Agreement.
16. BINDING EFFECT. Except as otherwise provided herein, this Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and
their respective legal representatives, heirs, successors and as signs.
17. EXECUTION IN COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
18. ARBITRATION. Any dispute, controversy or question arising under, out of, or
relating to this Agreement (or the breach thereof, or, the Executive's
employment with the Company or termination thereof; shall be referred for
arbitration in Cleveland, Ohio to a neutral arbitrator selected by the
Executive and the Company and this shall be the exclusive and sole means
for resolving such dispute. Such arbitration shall be conducted in
accordance with the National Rules for Resolution of Employment Disputes of
the American Arbitration Association. The arbitrator shall have the
discretion to award reasonable attorneys' fees, costs and expenses to the
prevailing party. Judgment upon the award rendered by the arbitrator may be
entered in any court having jurisdiction thereof Nothing in this Section 18
shall be construed so as to deny the Company the right and power to seek
and obtain injunctive relief in a court of equity for any breach or
threatened breach by Executive of any of his covenants in Section 8.
19. ENTIREMENT AGREEMENT. This Agreement sets forth the entire agreement and
understanding of the parties and supersedes all prior understandings,
agreements or representations by or between the parties, whether written or
oral, which relate in any way to the subject matter hereof
20. SURVIVORSHIP. The provisions of this Agreement necessary to carry out the
intention of the parties as expressed herein shall survive the termination
or expiration of this Agreement.
21. WAIVER. Except as provided herein, the waiver by either party of the other
party's prompt and complete performance, or breach or violation, of any
provision of this Agreement shall not operate nor be construed as a waiver
of any sub sequent breach or violation, and the failure by any party hereto
to exercise any right or remedy which it may possess hereunder shall not
operate nor be construed as a bar to the exercise of such right or remedy
by such party upon the occurrence of any subsequent breach or violation.
22. CAPTIONS. The captions of this Agreement are for convenience and reference
only and in no way define, describe, extend or limit the scope or intent of
this Agreement or the intent of any provision hereof
23. CONSTRUCTION. The parties acknowledge that this Agreement is the result of
arm's length negotiations between sophisticated parties each afforded
representation by legal counsel. Each and every provision of this Agreement
shall be construed as though both parties participated equally in the
drafting of the same, and any rule of construction that a document shall be
construed against the drafting party shall not be applicable to this
Agreement.
24. DRUG TEST. The Company's obligations hereunder shall be contingent on
Executive's satisfactory completion of standard employment procedures,
including, but not limited to, a drug screen testing, which shall be completed
before the Effective Date.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first above written.
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
By: /s/▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer and
Chairman