EXHIBIT 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is entered into as of
this lst day of January, 2002, by and between PlanGraphics, Inc. ("Employer"),
Integrated Spatial Information Solutions, Inc. ("ISIS") and J. ▇▇▇▇ ▇▇▇▇
("Executive").
WHEREAS, Employer is a corporation organized under the laws of the state of
Maryland and with its principal place of business in Frankfort, Kentucky; and
WHEREAS, ISIS is a corporation organized under the laws of the state of
Colorado and with its principal places of business in Frankfort, Kentucky; and
WHEREAS, Employer is a wholly-owned subsidiary of ISIS; and
WHEREAS, Executive is an individual with knowledge and experience that are
valuable to Employer; and
WHEREAS, Employer desires to employ Executive and Executive desires to
accept such employment subject to the terms and conditions hereinafter set
forth.
NOW THEREFORE, and in consideration of the mutual covenants and agreements
hereinafter contained, the parties hereby agree as follows:
1. EMPLOYMENT
Employer hereby employs Executive and Executive hereby accepts employment
by Employer, upon all of the terms and conditions as hereinafter set forth.
2. TERM
The term of this Agreement shall be for one year commencing on January 1,
2002, and ending on December 31, 2002 ("the Expiration Date"), unless renewed or
extended by written agreement executed on or before the Expiration Date by
Executive and by Employer with the approval of Management. As a courtesy to
Executive, Employer shall indicate in writing its intent to renew or extend this
Agreement at least thirty (30) days prior to the Expiration Date.
3. TERMINATION OF AGREEMENT
This Agreement shall terminate upon the occurrence of any of the following
events:
(a) Upon written notice of termination from either party to the other
party, which notice may be given at any time, with or without cause,
and shall be effective thirty (30) days thereafter unless a different
effective date is agreed in writing by the parties;
(b) Upon the expiration of this Agreement without renewal or extension as
provided in paragraph 2 of this Agreement; or
(c) Upon Executive's death.
Upon the termination of this Agreement, Executive shall be entitled to
payment of compensation that is earned but unpaid for services rendered by
Executive as of the date of termination of this Agreement. In addition,
Executive shall be entitled to Separation Pay to the extent expressly set forth
in Exhibit A to this Agreement, which pay shall become due and owing according
to the schedule set forth in Exhibit A. However, Executive shall not be entitled
to any compensation for services not yet performed, including services which
could have been performed but for the termination of this Agreement.
At the discretion of Employer, Employer may (a) require that Executive
continue to perform his duties during the period between notice pursuant to
Section 3(a) of this Agreement and the resulting termination of this Agreement,
or (b) relieve Executive of his duties during such period (while continuing to
provide compensation and benefits in accordance with this Agreement).
4. DUTIES
Executive is employed by Employer as its Senior Vice President / Chief
Operating Officer. The precise nature of Executive's duties shall be as defined
by the Board of Directors of Employer and may be broadened, curtailed or
otherwise modified by the Board of Directors from time to time in its sole
discretion.
Executive agrees to devote his full working time, energy and professional
talent to the performance of the duties of his position with Employer.
Notwithstanding the foregoing, Executive may serve as a director or trustee of
another organization upon the prior written consent of Management.
Executive's primary place of employment shall be Frankfort, Kentucky.
5. COMPENSATION
Executive's compensation under this Agreement shall be as set forth in
Exhibit A, which is attached hereto and incorporated herein. Such compensation
shall be paid in accordance with the payroll policies and procedures of
Employer, as they may be modified from time to time at Employer's sole
discretion.
Upon the termination of this Agreement, Executive shall have no further
rights to compensation under this Agreement except for Separation Pay as
provided in Exhibit A.
6. TRADE SECRETS, INTELLECTUAL PROPERTY AND CONFIDENTIAL INFORMATION
a. Definitions.
For purposes of this Agreement, the following terms shall have the
following definitions:
(i) "The ISIS Companies" shall mean ISIS and all subsidiaries of
ISIS, both individually and collectively, throughout their
history. (For example, "employment with the ISIS Companies"
shall include all employment with any of the ISIS Companies,
both before and after they became ISIS Companies, and "property
of the ISIS Companies" shall include all property of any of the
ISIS Companies, both before and after they became ISIS
Companies, etc.)
(ii) "Trade Secrets" shall have the meaning ascribed to it in the
Kentucky Uniform Trade Secrets Act, KRS ss.365.880, as such
provision may be amended from time to time. The term "Trade
Secrets" shall include all documents containing Trade Secrets.
(iii) "Intellectual Property" shall mean all products of human
intelligence which have been protected or could be protected
from appropriation or use by others through application of laws
governing patent, trademark, copyright, or other similar
protections, including but not limited to ideas, processes,
trademarks, service marks, inventions, discoveries, and
improvements to any of the foregoing, provided that such
material relates to the services, methodologies or technologies
used by or developed for the ISIS Companies during the course of
Executive's employment with the ISIS Companies. The term
"Intellectual Property" shall include all documents containing
Intellectual Property.
(iv) "Confidential Information" shall mean all non-public information
concerning the business or the operation of the business of the
ISIS Companies, including but not limited to information
concerning: operations, organization or management; finances;
business plans and strategies; clients; relationships with
contractors and vendors; proprietary or specialized computer
software; employees; products and services; equipment and
systems; and prospective and executed contracts and other
business arrangements. Confidential Information does not include
information in the public domain or information that is properly
known to Executive through sources other than the ISIS
Companies. The term "Confidential Information" shall include all
documents containing Confidential Information.
(v) "Protected Information" shall mean all Trade Secrets of the ISIS
Companies, all Intellectual Property of the ISIS Companies, and
all Confidential Information of the ISIS Companies.
(vi) The term "documents" shall mean all recordations of information,
in any form, whether printed or written, produced by hand or
otherwise, and whether stored electronically, magnetically, or
in tangible form, and shall include but not be limited to:
agreements; audio tapes; brochures; charts; circulars;
communications; compact disks; computer disks; computer
printouts; correspondence; diaries; digital recordings; drafts;
drawings; electronic mail or other electronic communications;
graphs; journals; ledgers; letters; maps; memoranda; motion
pictures; notes; notebooks; opinion statements; pamphlets;
photographs; press releases; reports; sketches; telegrams;
transcripts; videotapes; written statements; summaries or
records of conferences, interviews, investigations, meetings,
negotiations, and personal or telephonic conversations; any
marginal comments appearing on any documents; and all other
writings.
b. Non-Disclosure of Protected Information.
During the term of this Agreement, and for a period of ten (10) years following
the termination of this Agreement, Executive shall not, without the prior
written consent of Management, directly or indirectly, use, disclose, transfer
or otherwise communicate any Protected Information to any person or entity
except where such use, disclosure, transfer or communication is (a) in
connection with and in furtherance of Executive's work on behalf of the ISIS
Companies, and (b) not otherwise contrary to applicable laws regarding Trade
Secrets, Confidential Information or Intellectual Property.
c. Documents and Other Property of the ISIS Companies.
All documents containing Protected Information which are prepared by
Executive or otherwise come into Executive's possession are and shall remain the
property of the ISIS Companies. Upon the termination of this Agreement, or upon
the request of Employer, Executive shall immediately deliver to Employer all
documents containing Protected Information and all other property belonging to
the ISIS Companies.
d. Response to Subpoena or Court Order.
In response to any subpoena, court order or other legal process purporting
to require disclosure of Protected Information, Executive shall: (a) immediately
notify Management, and (b) take all lawful steps to resist the subpoena, court
order or other process unless instructed to the contrary by Management.
e. Confidential Information from Third Parties.
Executive acknowledges that the ISIS Companies have received and will
continue to receive confidential or proprietary information from third parties
and that the ISIS Companies must maintain the confidentiality of such
information and use such information only for proper purposes. Executive shall
not, without the prior written consent of Management, directly or indirectly,
use, disclose, transfer or otherwise communicate any such information to any
person or entity except where such use, disclosure, transfer or communication
is: (a) in connection with and in furtherance of Executive's work on behalf of
the ISIS Companies, (b) not otherwise contrary to applicable laws regarding
Trade Secrets, Confidential Information or Intellectual Property; and (c) not
contrary to any agreement between the ISIS Companies and the third party.
f. Disclosure and Assignment of Intellectual Property.
Upon the request of Employer, Executive shall promptly disclose to
Employer, in a manner specified by Management, all Intellectual Property that
Executive learns of, conceives, develops or creates alone or with others during
the term of this Agreement (whether or not learned of, conceived, developed or
created during regular working hours).
In consideration of the mutual covenants of this Agreement, Executive shall
assign to Employer, without further consideration, Executive's entire right to
all Intellectual Property, which shall be the sole and exclusive property of
Employer whether or not subject to patent, copyright, trademark or trade secret
protection under applicable law. Executive also acknowledges that all original
works of authorship which are made by Executive (solely or jointly with others),
within the scope of Executive's employment pursuant to this Agreement, and which
are protectable by copyright, are "works made for hire," as that term is defined
in the United States Copyright Act (17 U.S. C. ss. 101). To the extent that any
such works, by operation of law, cannot be "works made for hire," Executive
hereby assigns to Employer all right, title, and interest in and to such works
and to any related copyrights.
Executive shall promptly execute, acknowledge and deliver to Employer all
additional instruments or documents deemed at any time by Employer in its sole
discretion to be necessary to carry out the intentions of this Section 6.
7. DUTY OF LOYALTY, NO SOLICITATION, NO COMPETITION
a. Duty of Loyalty
During the term of this Agreement, Executive shall owe a duty of loyalty to
Employer. As part of this duty, Executive shall not, without the prior written
consent of Management, directly or indirectly:
(i) pursue or accept any employment or business opportunity with any
Client or Competitor;
(ii) provide any aid or assistance to any Competitor;
(iii) engage in any act or omission which is contrary to the interests
of the ISIS Companies.
b. No Solicitation.
During the term of this Agreement, and for a period of one (1) year
following the termination of this Agreement, Executive shall not, without the
prior written consent of Management, directly or indirectly:
(i) cause or attempt to cause any employee, agent or contractor of
the ISIS Companies to terminate his or her employment, agency or
contractor relationship with the ISIS Companies; or
(ii) interfere or attempt to interfere with the relationship between
the ISIS Companies and any employee, contractor or agent of the
ISIS Companies.
For a period of one (1) year following the termination of this Agreement,
Executive shall not, without the prior written consent of Management, directly
or indirectly, hire or attempt to hire any director, officer or employee of the
ISIS Companies.
c. No Competition
For a period of one (1) year following the termination of this Agreement,
Executive shall not, without the prior written consent of Management perform any
services for any Client or for any Competitor.
For purposes of this Section 7, "Client" shall mean any person or entity
who is then a client of the ISIS Companies or who was a client of the ISIS
Companies at any time during the last one (1) year of Executive's employment
pursuant to this Agreement, unless during the last one (1) year of Executive's
employment pursuant to this Agreement:
(i) Executive had no contact, directly or indirectly, with that
person or entity in Executive's capacity as an employee pursuant
to this Agreement; and
(ii) Executive had no role, directly or indirectly, in the provision
of services by the ISIS Companies to that person or entity,
including but not limited to any role in providing the services,
supervising or managing those who provided the services, or
determining pricing or staffing for the services provided
For purposes of this Section 7, "Competitor" shall mean any person or
entity who provides services of the same or substantially similar kind as the
services provided by the ISIS Companies.
For purposes of this Section 7, the phrase "perform any services"
includes all services of any kind, whether provided as an owner, director,
officer, employee, agent, contractor, consultant, joint venturer, partner,
member or otherwise.
8. INJUNCTIVE RELIEF
In the event of any violation of the provisions of Section 6 or Section 7
of this Agreement ("the Covenants"), Executive acknowledges and agrees and
hereby stipulates:
(a) that the Covenants are fully enforceable;
(b) that any breach of any of the Covenants will result in real, immediate
and irreparable harm to Employer which cannot be adequately remedied
by monetary damages;
(c) that Employer will be entitled to an injunction restraining Executive
from violating the Covenants pending mediation of the dispute between
the parties; and
(d) that Executive waives any right that he or she might have to challenge
the enforceability of the Covenants, to contend that monetary damages
provide an adequate remedy for violation of the Covenants, or that
injunctive relief is not proper to restrain violations of the
Covenants pending mediation.
9. DEFINITION OF MANAGEMENT; CONSENT IS DISCRETIONARY
For purposes of this Agreement, "Management" shall mean: (a) the President
of Employer if Executive is employed in a position below that of President, (b)
the Chairman of the Board of Directors of Employer if Executive is employed as
President, and (c) a majority of the Board of Directors of Employer if Executive
is employed in a position above that of President.
In all cases in which Executive must obtain the consent of Employer or
Management, such consent may be granted or withheld at the sole discretion of
Employer or Management as the case may be.
10. INDEMNIFICATION
To the extent permitted by law and by the Articles of Incorporation and the
Bylaws of Employer, Employer agrees to indemnify and hold harmless Executive
from and against any and all personal liability which Executive may incur as a
result of his actions or inactions within the course and scope of his employment
pursuant to this Agreement; provided, however, that this Section 10 shall not
apply to liability arising out of Executive's intentional misconduct or gross
misconduct.
During the term of this Agreement and for a period of three (3) years
thereafter, Employer shall maintain Directors & Officers insurance coverage for
Executive, with respect to his service pursuant to this Agreement, in the amount
of not less than Dollars ($ ------- ).
11. SEVERABILITY
In the event that any provision of this Agreement is held to be invalid,
void or unenforceable, the remainder of this Agreement shall not be affected
thereby, and all other provisions of this Agreement shall be valid and
enforceable to the fullest extent permitted by the law.
12. AGREEMENT NOT ASSIGNABLE
This Agreement shall be binding upon Employer and its successors and upon
the heirs, representatives, executors, and administrators of Executive. This
Agreement is not assignable by either party, except that the rights and
obligations of this Agreement shall be assumed by any successor of Employer. For
purposes of this Section 12, the term "successor" shall include any individual
or entity which acquires all or substantially all of the assets of Employer by
merger, purchase or otherwise.
13. WAIVER OF BREACH
The waiver by either party of a breach or violation of any provision of
this Agreement shall not operate as or be construed to be a waiver of any
subsequent breach hereof
14. NOTICES
Any written notice to be given to Employer under the terms of this
Agreement shall be addressed to Employer as follows, unless Executive is
notified in writing of a change of address:
PlanGraphics, Inc.
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Any written notice to be given to Executive under the terms of this Agreement
shall be addressed to Executive as follows, unless Management is notified in
writing of a change of address:
J. ▇▇▇▇ ▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Such notice shall be deemed to have been duly given when enclosed and properly
sealed in an addressed envelope registered or certified mail return receipt
requested and deposited, postage and registered or certification fee prepaid, in
a post office or branch post office regularly maintained by the United States
Postal Service.
15. TITLE AND HEADINGS
Titles and headings to paragraphs in this Agreement are for the purpose of
reference only and in no way shall limit, define or otherwise affect the
provisions of this Agreement.
16. GOVERNING LAW
This Agreement, all interpretation and enforcement of this Agreement, and
all disputes arising out of this Agreement shall be governed solely and
exclusively by the laws of the State of Kentucky, regardless of the forum in
which such interpretation or enforcement of this Agreement occurs or such
disputes are resolved, and without regard to any principles of conflicts of
laws.
17. MEDIATION; VENUE; COSTS AND FEES
a. Mediation as a Prerequisite to Litigation.
Unless otherwise agreed in writing by the parties, all disputes relating to
this Agreement, the interpretation or application of this Agreement, or
Executive's employment pursuant to this Agreement (hereinafter "Covered
Disputes"), shall be submitted first to non-binding mediation before any
proceeding may be filed in a court of law or equity. Participation in such
mediation shall be an indispensable prerequisite to the filing of any proceeding
in a court of law or equity relating to any Covered Dispute, except that no
party shall be required to mediate a Covered Dispute if the other party has
failed or refused to honor a written request to mediate such dispute in
accordance with this Section 17;
Unless otherwise agreed in writing by the parties:
(i) the mediation will be conducted before a single mediator of
the American Arbitration Association ("AAA"), in accordance
with the rules of the AAA then in effect regarding mediation
of employment disputes; and
(ii) such mediation shall be conducted in Frankfort, Kentucky,
and Kentucky law shall govern.
b. Venue and Personal Jurisdiction in Frankfort, Kentucky.
Any proceeding in a court of law or equity relating to a Covered Dispute
shall be brought only in the Circuit Court of Franklin County, Kentucky, or the
United States District Court for the Eastern District of Kentucky, and Executive
and Employer hereby waive any right that they might have to challenge the
selection of those forums, including but not limited to challenges to personal
jurisdiction, venue, or the convenience of the forum. Specifically, by executing
this Agreement, Executive and Employer agree, consent, and stipulate that, in
any action relating to a Covered Dispute: (i) the aforesaid courts have personal
jurisdiction over Executive and Employer, (ii) venue is proper in those courts,
and (iii) those courts provide a convenient forum for that action.
To the maximum extent permitted by the law, the parties stipulate and agree
that this provision supercedes any analysis of choice of laws. To the extent
that a choice-of-laws analysis is required, the parties stipulate and agree that
Kentucky law shall govern such analysis.
c. Costs and Fees
In any mediation between the parties, the parties shall divide the costs
and fees of the mediator evenly between them, and each party shall bear its own
costs and fees, including attorney fees.
18. NO RULE OF CONSTRUCTION
The parties acknowledge that each of them has had ample opportunity for their
own counsel to participate in negotiating and drafting this Agreement.
Therefore, no rule of construction shall apply to this Agreement which construes
ambiguous or unclear language in favor of or against any party.
19. ENTIRE AGREEMENT
(a) This Agreement, including Exhibit A, represents the entire employment
agreement between Employer and Executive pertaining to the subject matter hereof
and supersedes all prior agreements, understandings, negotiations and
discussions, whether oral or written. No supplement, modification or waiver of
this Agreement shall be binding unless executed in writing by Executive and by
Employer with the approval of Management.
(b) This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
20. GUARANTEE OF PAYMENT OBLIGATIONS BY ISIS
The payment obligations of Employer set forth in this Agreement, including
those set forth in Exhibit A to this Agreement, shall be and are hereby
guaranteed by ISIS in consideration for the indirect benefit that Executive's
service to Employer will provide to ISIS.
EXECUTED at Frankfort, Kentucky, on the date aforesaid.
EXECUTIVE: PLANGRAPHICS, INC.
/s/ J. ▇▇▇▇ ▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------- --------------------------------
J. ▇▇▇▇ ▇▇▇▇, Sr. VP I COO ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
President
INTEGRATED SPATIAL INFORMATION
SOLUTIONS, INC.
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
-------------------------------
▇▇▇▇ ▇▇▇▇▇▇, Chairman
EXHIBIT A
to
EXECUTIVE EMPLOYMENT AGREEMENT
between
PLANGRAPHICS, INC. ("Employer")
and
J. ▇▇▇▇ ▇▇▇▇ ("Executive")
dated
January 1, 2002
During the term of the Agreement, Executive's compensation shall be as follows:
A-1 SALARY
Employer shall pay to Executive an annual salary of One Hundred Twenty-Five
Thousand Dollars ($125,000.00) per year, subject to applicable withholdings for
taxes, to be paid in the manner specified in paragraph 5 of the Agreement.
However, Executive's salary may be increased or reduced from time to time at the
sole discretion of the Board of Directors of Employer, provided that Executive's
salary may not be reduced by more than ten percent (10%) below the figure stated
above.
A-2 INCENTIVE BONUS
At the conclusion of each fiscal year ("Year") of Employer during the term of
this Agreement, Executive shall be eligible for an incentive bonus which shall
be earned as described herein and which shall not exceed eighty percent (80%) of
the Salary paid to Executive during that Year ("Yearly Salary"). Executive's
incentive bonus shall be comprised of three elements, as follows:
(a) Sales Incentive (up to 25% of Salary):
If each Work Group of Employer achieves at least 75% of its goals for
the Year as established by Employer, and if Employer's actual sales
for the Year ("Actual Sales") exceed by at least $1,000,000 the annual
sales objective for the Year as defined in the Employer's business
plan ("Sales Objective"), Executive shall be paid an amount equal to
2.5% of his Yearly Salary for each full increment of $1,000,000 by
which Actual Sales exceed Sales Objective, provided that the total
Sales Incentive bonus for a Year shall not exceed 25% of Executive's
Yearly Salary. Stated as a formula, Executive's Sale Incentive Bonus
shall be:
A x B, where:
A = .025 x Annual Salary; and
B = ((Actual Sales - Sales Objective) / 1,000,000), with the
result rounded down to the nearest whole number; and A x B
does not exceed .25 x Annual Salary
(b) EBITDA Incentive (up to 40% of Salary):
If the actual consolidated earnings before interest, taxes,
depreciation and amortization of Employer's consulting groups for the
Year ("Actual EBITDA") exceed by at least $150,000 the EBITDA
objective for Employer's consulting groups for the Year as defined in
the Employer's business plan ("EBITDA Objective"), Executive shall be
paid an amount equal to 5% of his Yearly Salary for each full
increment of $150,000 by which Actual EBITDA exceeds EBITDA Objective,
provided that the total EBITDA Incentive bonus for a Year shall not
exceed 40% of Executive's Yearly Salary. Stated as a formula,
Executive's EBITDA Incentive Bonus shall be:
C x D, where:
C = .05 x Annual Salary; and
D = ((Actual EBITDA- EBITDA Objective) / 150,000),
with the result rounded down to the nearest whole number; and
C x D does not exceed .40 x Annual Salary
(c) Other Incentive (up to 15% Of Salary):
(i) Growth in head count. If the number of professional and billable
employees of Employer who report to Frankfort (i.e. are assigned
code 023) ("the Frankfort PBE Head Count") for Fiscal Year 2002
exceeds the Frankfort PBE Head Count for 2001 by least five (5),
and if FFT consolidated consulting utilization remains at or
above 62% for Fiscal Year 2002 (inclusive of executive
consultants), then Executive shall be paid an amount equal to
one percent (1%) of his Salary for each of the fifth, sixth and
seventh persons by which the Frankfort PBE Head Count for 2002
exceeds the Frankfort PBE Head Count for 2001; plus one point
five percent (1.5%) of his Salary for each of the eighth, ninth
and tenth persons by which the Frankfort PBE Head Count for 2002
exceeds the Frankfort PBE Head Count for 2001; provided that the
total incentive bonus for growth in head count shall not exceed
7.5% of Executive's Salary.
(ii) Bifurcation of East Coast Practice. If Executive successfully
as determined by Management in its discretion) bifurcates the
East Coast practice of Employer into a Northeast Region and a
Mid-Atlantic and Southeast Region, then Executive shall be paid
an amount equal to four percent (4%) of his Salary or such
lesser amount as Management may determine in its discretion.
(iii) Overall Performance Assessment. Based upon an overall assessment
of Executive's performance by Management, Executive may receive
an additional bonus in an amount not to exceed three point five
percent (3.5%) of Executive's Salary.
A-3 COMMITMENT COMPENSATION
As compensation for Executive's surrender of all anti-dilution rights, Executive
shall receive a stock option grant of 1,320,000 shares of the common stock of
ISIS fully vested and priced at the market price as of January 1, 2002.
Under no circumstances shall Executive be granted any anti-dilution rights with
respect to the stock of the ISIS Companies.
A-4 VACATION
Executive shall be eligible for Thirty-Three (33) days of personal time off per
year, as provided by and governed by the Personal Time Off Plan ("PTOP"). Upon
termination of this Agreement, Executive shall be paid for earned but unused
PTOP days as provided in the PTOP plan, based upon the Salary in effect at the
time of termination.
A-5 GROUP HEALTH COVERAGE
Executive shall be permitted to participate in such group health insurance plan
as Employer may elect to provide for its other employees, subject to the
eligibility and participation requirements of such plan, which plan may be
altered or abolished from time to time at the sole discretion of Employer.
A-6 PENSION/PROFIT-SHARING PARTICIPATION
Executive shall be permitted to participate in such pension or profit-sharing
plan as Employer may elect to provide for its other employees, subject to the
eligibility and participation requirements of such plan, which plan may be
altered or abolished from time to time at the sole discretion of Employer.
A-7 LIFE INSURANCE
Executive shall be provided with a life insurance policy in the amount of Two
Hundred Fifty Thousand Dollars ($250,000.00), payable to such beneficiary as
Executive may designate, with an additional One Hundred Thousand Dollars
($100,000.00) of coverage for accidental death, provided that Executive
satisfies the medical requirements for these and keyman coverages.
A-8 AUTOMOBILE ALLOWANCE
Executive shall receive an automobile allowance of Two Hundred Fifty Dollars
($250.00) per month. However, Executive's automobile allowance may be increased
or reduced from time to time at the sole discretion of the Board of Directors of
Employer, provided that Executive's automobile allowance may not be reduced by
more than ten percent (10%) below the figure stated above.
A-9 OTHER EMPLOYMENT BENEFITS
Executive shall be permitted to participate in such other benefits of employment
as Employer may elect to provide for its other employees, subject to the terms
and conditions established by Employer for those benefits, which benefits may be
altered or abolished from time to time at the sole discretion of Employer.
A-10 EXPENSE REIMBURSEMENT
Executive shall receive reimbursement from Employer for all reasonable expenses
incurred for the benefit of Employer by Executive in the performance of his
duties under the Agreement. Such expenses may include but are not limited to
reasonable out-of-pocket expenses for travel, lodging, meals, entertainment, and
professional dues. Employer shall have the right to establish guidelines for
reimbursement of expenses, including but not limited to guidelines regarding
when prior approval for an expense is required and what documentation must be
provided in order to obtain reimbursement.
A-11 SEPARATION PAY
Upon termination of this Agreement, Executive shall be entitled to Separation
Pay in accordance with the following provisions:
(a) Termination by Employer for Convenience: Executive shall receive
twelve (12) months of Base Compensation.
(b) Termination by Employer for Cause: Executive shall receive three (3)
months of Base Compensation .
(c) Termination by Employer due to disability of Executive: Executive
shall receive three (3) months of Base Compensation. Should Executive
satisfy the requirements for keyman disability insurance, Executive
shall receive an additional three (3) months of Base Compensation.
(d) Resignation of Executive: Executive shall receive six (6) months of
Base Compensation.
(e) Termination upon Expiration of Agreement Without Renewal or Extension:
Executive shall receive six (6) months of Base Compensation
(f) Death of Executive: Executive's estate shall receive three(3) months
of Salary, and Executive's dependents who are covered by Group Health
Coverage at the time of Executive's death shall receive continued
Group Health Coverage for three (3) months following Executive's
death. Should Executive satisfy the requirements for keyman insurance,
Executive's estate shall receive an additional three (3) months of
Salary, and Executive's dependents who are covered by Group Health
Coverage at the time of Executive's death shall receive an additional
three (3) months of continued Group Health Coverage.
Except in the event of death of Executive, Separation Pay shall not be
considered earned at the time of the termination, shall not be paid in a lump
sum, and shall not be paid at the time of termination. Instead, Separation Pay
shall be paid after termination, at Employer's regular pay intervals, as though
Executive were still employed by Employer. For example, three (3) months of Base
Compensation would be paid over a period of three (3) months following
termination. If the Agreement is terminated by the death of Executive, the
Separation Pay specified in subsection (f) above shall be paid in a lump sum to
Executive's designated beneficiaries within 120 days after Executive's death. In
the event of Executive's death during one of the periods of Separation Pay
specified in subsections (a) through (e) above, any owed but unpaid balance of
such Separation Pay shall be accelerated and shall be paid in a lump sum to
Executive's designated beneficiaries within 120 days after Executive's death.
"Base Compensation" shall consist of: (1) salary at the rate in effect at the
time of termination; and (2) continued participation in Employer's group health
insurance plan.
