Exhibit 10.3
Employment Agreement
of
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
This Employment Agreement ("Agreement") is made and entered into
effective as of January 1, 2002 by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("Employee")
and BUSINESS STAFFING, INC. (the "Company").
Recitals
A. Employee is currently employed by Kaiser Ventures LLC ("Kaiser")
as President, Chief Executive Officer and Chairman of the Board pursuant to that
certain Second Amended and Restated Employment Agreement between Employee and
Kaiser Ventures Inc. (now Kaiser pursuant to a merger by Kaiser Ventures Inc.
with and into Kaiser effective November 30, 2001 (the "Merger)) dated effective
September 19, 2000, as amended by that certain First Amendment to the Second
Amended and Restated Employment Agreement dated as of April 11, 2001 (the
"Kaiser Employment Agreement").
B. As a result of the Merger, Kaiser desires to terminate the
employment of Employee effective January 1, 2002, but to lease Employee from the
Company to perform services on behalf of Kaiser. Employee is willing to
terminate the existing Kaiser Employment Agreement without the collection of
severance benefits as provided in the Kaiser Employment Agreement provided that:
(i) the Company enters into this Agreement; (ii) Kaiser immediately transfers to
the Company all amounts necessary to fund the severance obligations that Kaiser
would have had under the Kaiser Employment Agreement and the Company assumes
such obligations; (iii) the Company assumes the responsibility for ▇▇▇▇▇▇'▇
401(k) Plan, Money Purchase Plan and Supplemental Executive Retirement Plan and
Kaiser transfers such retirement plans and all related funds to the Company, as
applicable; (iv) the Company assumes the responsibility for all payments earned
under the Long Term Transaction Incentive Plan and Kaiser funds the payments due
under the Long Term Transaction Incentive Plan; and (v) the Company assumes all
other benefit and compensation programs of Kaiser applicable to Employee.
C. The intent of this Agreement is to set forth the terms and
conditions of Employee's employment by the Company and his serving as a leased
employee to Kaiser.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Employment, Positions and Duties. The Company hereby employs
Employee upon the terms and conditions set forth in this Agreement. Employee
acknowledges and agrees that he will be a leased employee only to Kaiser.
Employee's positions with Kaiser as a leased employee shall be President, Chief
Executive Officer and Chairman of the Board. In such capacities, Employee shall
have the responsibilities and duties normally incident to such positions,
including, but not limited to, those duties and responsibilities set forth in
Schedule "A" attached hereto and incorporated herein by this reference and such
other duties and responsibilities as may be reasonably assigned to him from
time-to-time by the Company or ▇▇▇▇▇▇'▇ Board of Managers. Employee agrees to
devote his full business time and attention to the discharge of his duties and
responsibilities under this Agreement.
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2. Term and Credit for Past Employment. Employee's employment under
the terms of this Agreement shall commence as of January 1, 2002 and shall
continue until terminated as provided herein; provided, however, upon Employee's
termination, Employee shall receive the severance compensation provided herein.
Notwithstanding the date of the commencement of this Agreement, for purposes of
the calculation of benefits or for any other similar purpose, the Company shall
credit Employee with the time he was employed by Kaiser or any predecessor of
Kaiser.
3. Base Salary. Employee's current annual base salary as of January
1, 2002, shall be Three-Hundred Seventy-Four Thousand Nine Hundred Twenty Nine
Dollars ($374,929) per year.
Prior to the first meeting of the Board of Managers in any calendar
year, the Human Relations Committee of the Board will review Employee's salary
and report its recommendations for any revision to the full Board at such
meeting and will communicate its review to the Company. Employee's annual base
salary shall be adjusted effective as of January 1 of each year, commencing
January 1, 2003, by the increase in the consumer price index over the prior
applicable year utilizing the Consumer Price Index for Urban Wage Earners and
Clerical Workers, U.S. City Average, All Items, published by the Bureau of Labor
Statistics of the United Stated Department of Labor. The entire Board of
Managers along with the Company have final responsibility for the review,
approval or disapproval of any revisions to Employee's annual base salary.
4. Bonus Program.
a. Annual Performance Bonus. Employee acknowledges that Kaiser
discontinued it historical annual performance bonus program for calendar years
beginning in 2001 and therefore, the Company is not assuming any annual
performance bonus program. Employee acknowledges and agrees that any future
bonus shall be in the total discretion of the Board of Managers of the Company,
as approved by Kaiser if reimbursement for any such bonus is sought from Kaiser
except for: (i) the Retention Bonus described in Section 4.b. below; and (ii)
any bonus pursuant to the Long Term Transaction Incentive Plan described in
Paragraph 4.c. below.
b. Retention Bonus. Provided Employee remains in the employ of
the Company through and including June 30, 2003, the Company shall pay to
Employee a bonus ("Retention Bonus") on that date equal to the sum of (i) one
year's annual base salary (based on Employee's then current annual base salary,
but in no event less than the base salary in effect on the date of this
Agreement) plus (ii) an amount equal 58.8% of the greater of Employee's then
current annual base salary or the base salary in effect on the date of this
Agreement (this is equivalent to one year's average annual percentage
performance bonus while at Kaiser (or its predecessor) for the five (5) years
prior to and including the final annual performance bonus for 2000 under the
former annual bonus program).
c. Long Term Incentive Plan. Employee shall be eligible to
receive payments in accordance with the terms of the Long Term Transaction
Incentive Plan adopted by Kaiser on September 19, 2000, to be effective as of
June 30, 2000 (the "Long Term Transaction Incentive Plan"). The Company has
assumed the responsibility for all payments under the Long Term Transaction
Incentive Plan and shall pay any amount due Employee under such plan. However,
Employee acknowledges that Kaiser has terminated the Long Term Transaction
Incentive Plan effective as of January 1, 2002, with regard to future unearned
payments and in lieu thereof has issued Class C Units to Employee under the
terms of the Kaiser Amended and Restated Operating
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Agreement dated October 7, 2001, as further amended by that First Amendment to
Amended and Restated Operating Agreement dated effective January 15, 2002
(collectively the "Amended Operating Agreement". Employee understand that Class
D Units may be issued to him in the future under the terms of the Amended
Operating Agreement.
5. Options and Other Equity Related Incentives. Employee shall be
eligible for the grant of incentive options, non-qualified options and other
forms of unit or equity related incentives (collectively "Equity Incentives")
from time-to-time in the discretion of the Equity Option Committee of Kaiser.
The timing, size and amount of any future Equity Incentives will be determined
by the Equity Option Committee of Kaiser.
It is acknowledged and agreed that all stock options granted to
Employee by Kaiser or its predecessor prior to the date of this Agreement are
fully vested in Employee and all outstanding options have been converted to the
right to receive Class A Units in Kaiser.
6. Other Benefits. Employee will be entitled to participate in all
benefits provided by the Company to its employees and to senior executives in
accordance with and subject to the Company's policies and procedures as they may
exist from time-to-time, including, but not limited to, medical and dental
insurance, life insurance, disability insurance, 401(k) savings plan, any
pension plan, deferred compensation plan, education and seminar reimbursement,
car allowance, and reimbursement of reasonable expenses for company business.
These benefits shall be at least at the same level as provided to Employee at
the time of Merger. Benefits shall also include life insurance for the benefit
of Employee with a face amount of not less than Employee's annual base salary,
except that the Company may self-insure if insurance is not available on a
commercially reasonably basis. Employee shall be entitled to four (4) weeks of
paid vacation per year.
7. Death Benefits. In the event of Employee's death, Kaiser shall
pay to Employee's personal representative or his estate, Employee's salary and
benefits through the end of the month in which the death occurred plus the
compensation and benefits that would be payable to Employee upon termination
without cause as provided in Paragraph 11 of this Agreement. The proceeds from
any life insurance shall be for the sole benefit of Employee's designated
beneficiaries or if there are no designated beneficiaries, Employee's estate.
Employee's estate or personal representative shall have at least one (1) year
after the date of Employee's death while in the employment of the Company in
which to exercise all vested Equity Incentives, unless the terms of an Equity
Incentive provides for a longer period of time.
8. Disability Benefits. In the event of the disability of Employee
for any reason, the Company shall continue to pay to Employee his salary and
benefits less short-term disability payments until long-term disability payments
are made to Employee but in no event shall such salary and benefit payments
continue for longer than six (6) months from the date of disability. In
addition, upon permanent disability, the vesting of all retirement and deferral
compensation plans and all outstanding Equity Incentives shall continue to occur
for a period of two (2) years after the date of disability in the same manner as
if Employee were still employed by the Company and serving as a leased employee
to Kaiser during that period.
9. Deductions. Applicable federal and state income taxes, social
security contributions (FICA), Medicare contributions, medical insurance
premiums and any other appropriate or customary deductions shall be withheld
from any compensation paid to Employee by the Company.
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10. Constructive Termination. Employee shall be deemed to have been
constructively discharged upon the occurrence of any of the following events:
a. The assignment to Employee of duties materially and
adversely inconsistent with Employee's positions at Kaiser as a leased employee
as of the effective date of this Agreement. This includes a change in reporting
responsibilities, authority including title, or responsibilities; provided,
however, a lateral transfer within Kaiser or to an Affiliate shall not be deemed
a constructive termination;
b. Any requirement that Employee permanently relocate to an
office more than 50 miles from the then location to which he is assigned as of
the effective date of this Agreement; and/or
c. Any failure to provide Employee with compensation and
benefits in the aggregate on terms that are not materially less favorable than
those enjoyed by Employee under this Agreement as of the effective date of this
Agreement, or the subsequent taking of any action that would materially reduce
any of Employee's compensation and benefits in effect as of the date of this
Agreement unless such compensation and benefits are substantially equally
reduced for executive officers of the Company as a group (as measured by a
percentage) or there is less than a ten percent (10%) reduction in compensation
or benefits.
then, at Employee's option, exercisable within ninety (90) days of the
date Employee knew, or should have known exercising reasonable care, of the
occurrence of any of the foregoing events and the expiration of any applicable
cure period, Employee shall have the right to terminate his employment by
written notice to the Company, and on the date of such termination the Company
will pay Employee the compensation and benefits described in Paragraph 11 below.
11. Compensation Payable Upon Actual or Constructive Termination. In
the event Employee is terminated by the Company or by Kaiser as a leased
Employee for any reason (including a constructive termination) except for
permanent disability or for cause, as defined below, the Company shall pay to
Employee the following compensation and Employee shall receive the following
benefits as severance benefits:
a. if the termination is effective after March 31 of any year,
an amount equal to the pro rata portion of the annual performance bonus, if any,
that Employee would have been eligible to earn for the year of termination based
upon the performance bonus, if one is paid to his peers for the year of
termination by action of the Company and the Board of Managers of Kaiser,
assuming he would have received a bonus equal to the amount received by his
peers;
b. an amount equal to the greater of Employee's then current
annual base salary or his base salary in effect on the date of this Agreement;
c. an amount equal to 58.8% of the greater of Employee's then
current annual base salary or the base salary in effect as of the date of this
Agreement (this is the equivalent to one year's average annual bonus percentage
while at Kaiser (or its predecessor) for the five (5) years prior to and
including the final annual percentage bonus for the year 2000 under the former
annual bonus program);
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d. the Retention Bonus due Employee under Paragraph 4(b) of
this Agreement shall be immediately paid as if Employee had continued to be
employed by Kaiser through June 30, 2003; and
e. any payments that become due Employee under the terms of
the Long Term Transaction Incentive Plan and distributions, if any, on the Class
C and Class D Units shall continue to be made in accordance with their
respective terms (which distributions can continue to be made to Employee beyond
the date of Employee's termination);
f. the Company shall continue to provide and pay its portion
of all of Employee's health, welfare, insurance and other benefits for a period
of twenty four (24) months following the date of termination, including the
Company's portion of any retirement and deferred compensation plan such as the
Company's 401(k) plan. After such termination, Employee shall be entitled, for a
period of three years to exercise his Equity Incentives as to any then vested,
including any options vesting within one year of termination as provided in the
next sentence, notwithstanding any other applicable provision contained in any
option agreement. In addition to the foregoing, with respect to any restricted
Equity Incentives, Employee shall continue to vest in such securities for a
period of one-year following termination; and
Except for payments made pursuant to the Long Term Transaction
Incentive Plan or distributions on the Class C and Class D Units, all amounts
due Employee shall be payable in one lump sum or, at Employee's option, over
such period of time not to exceed twenty-four (24) months. Employee shall have
no duty to seek other employment during this period of time and there shall be
no offset for any compensation paid to Employee from any other source. If the
Company or an Affiliate of the Company desires to retain Employee as a
consultant after termination of Employee's employment, the parties shall
negotiate the terms of such consulting agreement which shall be documented in an
agreement executed by the parties.
12. Possible Reduction in Certain Benefits.
a. Except as provided in Paragraph 12(b) below, Employee shall
in no circumstances receive "payments in the nature of compensation" from the
Company which would result in "excess parachute payments" (as that term is
defined in Sections 280G and 4999 of the Internal Revenue Code of 1954, as
amended, or any equivalent or analogous term as shall in the future be defined
in any law or regulation governing the amount of severance compensation that may
be paid without penalty to an officer of a company upon a change in control of
the Company). In the event either Employee or the Company shall be advised in
writing by his or its counsel that Employee would receive excess parachute
payments if all payments under all contacts between Employee and the Company
were made, such opinion shall be confidentially disclosed to the other party. If
it is mutually determined that such payments would trigger the excess parachute
payments provisions, Employee shall receive only such compensation and benefits
under his contracts with the Company (not to exceed those permitted without
constituting excess parachute payments) which he, in his sole discretion, has
designated in written notice to the Company. Employee shall have a minimum of
thirty (30) days in which to make such written designation. In the event of a
disagreement between the counsel of the respective parties as to whether a
payment would result in excess parachute payments, such counsel shall jointly
designate an independent tax counsel (whose fees shall be paid by the Company)
within 10 days who shall promptly make a conclusive determination of the matter.
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b. Notwithstanding anything else to the contrary, in the event
Employee is terminated pursuant to Paragraph 11 above, Employee shall have the
right, in his sole discretion, to elect to receive all or any part of the
compensation payable to him upon termination (or which would have been due under
Paragraph 11 but for a previous election under Paragraph 12(a)) without regard
to whether any such amounts may constitute "excess parachute payments." If
Employee fails to provide the Company a written designation within thirty (30)
days, he shall be presumed to have elected to receive all compensation and
benefits due him without regard to whether any such compensation or benefits
shall constitute "excess parachute payments."
c. Nothing in this Paragraph 12 shall be construed or
deemed to be a forfeiture of any compensation or benefits that Employee may
elect not to accelerate due to any concern about the receipt of "excess
parachute payments."
13. Termination for Cause. If the Company elects to terminate
Employee's employment for cause (as defined Paragraph 14 below), Employee's
employment will terminate on the date fixed for termination by the Company and
thereafter the Company will not be obligated to pay Employee any additional
compensation, other than the compensation due and owing up to the date of
termination. After such termination, Employee shall be entitled, for a period of
one hundred and twenty (120) days, to exercise any stock options or other stock
related incentives that are vested as of the date of termination.
14. Definition of "Cause." "Cause" for the purposes of this Agreement
shall mean any of the following:
a. Willful breach by Employee of any provision of this
Agreement, provided, however, if the breach is not a material breach, the
Company shall give Employee written notice of such breach and Employee shall
have thirty (30) days in which to cure such breach. No written notice or cure
period shall be required in the event of a willful and material breach of this
Agreement by Employee;
▇. ▇▇▇▇▇ negligence or dishonesty in the performance of
Employee's duties or possibilities hereunder;
c. Engaging in conduct or activities or holding any position
that materially conflicts with the interest of, or materially interferes with
Employee's duties and responsibilities to the Company, Kaiser or their
Affiliates; or
d. Engaging in conduct which is materially detrimental to the
business of the Company, Kaiser or their Affiliates.
15. Voluntary Termination. Employee's employment by the Company may
be terminated at any time upon the parties' mutual written agreement. In the
event of a mutual written agreement, Employee's severance benefits shall be as
set forth in such agreement. Upon termination of Employee by the Company for any
reason (including a constructive termination) except for permanent disability or
for cause, Employee shall receive the compensation and benefits set forth in
Paragraph 11 of this Agreement. In the event of Employee's voluntary termination
of employment, the Company shall not be obligated to pay Employee any additional
compensation, other than the compensation due and owing as through the date of
termination and as may be required by law, as well as any distributions on the
Class A, Class C and Class D Units held by Employee) Plan (which distributions
can continue to be made to Employee beyond the date of Employee's termination).
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After such termination, Employee shall be entitled for a period of hundred and
twenty (120) days to exercise any Equity Incentives that are vested as of the
date of termination.
16. Confidentiality.
a. Employee's Obligations. Employee agrees that (a) except as
provided in this Agreement Employee shall maintain the confidential nature of
any Proprietary Information received or acquired by him, and (b) Employee shall
use such Proprietary Information solely for the purpose of meeting his
obligations under this Agreement and not in connection with any other business
or activity. "Proprietary Information" means all oral, written or recorded
information about or related to the Company, Kaiser or any of their Affiliates
or its or their technology, assets, liabilities, or business, whether acquired
before or after the date hereof, and regardless of the manner in which it is
acquired, together with any documents or other materials prepared by Employee
which contain or reflect such information. After termination of employment upon
demand of the Company, or Kaiser, as applicable, Employee agrees to return or
destroy any and all materials containing any Proprietary Information.
b. Company Obligations. The Company agrees that it shall
maintain and provide information regarding Employee in accordance with generally
accepted industrial and business practices and that it will seek to require
Kaiser to follow the same requirements.
c. Limitations on Confidential Obligations and Use
Restrictions. The restrictions in Paragraphs 16(a) and (b) above do not apply to
information which the disclosing party can demonstrate (i) is then in the public
domain by acts not attributable to such disclosing party or (ii) is hereafter
received on an unrestricted basis by such disclosing party from a third party
source who, to such disclosing party's knowledge after due inquiry, is not and
was not bound by confidentiality obligations to the Company, Kaiser or any
Affiliate thereof (in the case of Paragraph 16(a)) or to Employee (in the case
of Paragraph 16(b)). In addition, Employee and the Company and, Kaiser or any
Affiliate is permitted to disclose any Proprietary Information as necessary in
the defense or prosecution of any legal action.
d. Actions if Disclosure Required. If Employee is required by
law to make any disclosure otherwise prohibited hereunder, such party shall use
its best efforts to provide the other with prompt prior notice where possible so
that (a) the other party (with the reasonable cooperation of the party required
to make such disclosure) may seek an appropriate protection order or other
remedy and/or (b) the parties can seek in good faith to agree on the appropriate
scope and approach to disclosure. If a protective order or other remedy is not
obtained, the party required to make such disclosure may furnish only that
portion of information protection hereby which it is legally compelled to
disclose and shall use its reasonable efforts to obtain confidential treatment
for all information so disclosed.
e. Injunction. Each party agrees that remedies at law may be
inadequate to protect against breach of this Paragraph 16, and hereby agrees to
the granting of injunctive relief without proof of actual damage.
17. Arbitration of Disputes. If Employee and the Company cannot
resolve a dispute (whether arising in contract or tort or any other legal
theory, whether based on federal, state or local statute or common law and
regardless of the identities of any other defendants) that in any way relates to
or arises out of this Agreement, the termination of Employee's employment
relationship with the Company or any Affiliate thereof, (without limiting the
generality of any other Paragraph herein), then such dispute shall be settled as
follows:
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a. The Company and Employee agree to jointly select a judicial
officer who is affiliated with the Judicial Arbitration and Mediation Service,
or such other equivalent organization as the Company and Employee may mutually
select, to act as the trier of fact and judicial officer in such dispute
resolution;
b. If the Company and Employee are unable to agree upon a
particular judicial officer, then the decision shall be made by the chief
executive officer of the Judicial Arbitration and Mediation Service, after
consulting with the Company and Employee;
c. the Company and Employee shall have the same rights of
discovery as if the dispute were being resolved in the Superior Court of the
State of California. However, the judicial officer shall, on his own motion, or
the request of either the Company or Employee, have the authority to extend or
reduce the time periods therefore; and,
d. The judicial officer serving hereunder shall be designated
as a referee under the provisions of Title VIII, Chapter 6 of the California
Code of Civil Procedure (Sections 638 through 645. 1, inclusive). Payment for
the services of the judicial officer and the rights and procedure of appeal,
and/or other review of the decision, shall be made as provided in such sections.
The judicial officer shall have the right to grant injunctive relief,
specific performance and other equitable remedies.
18. Miscellaneous.
a. Entire Agreement; Amendments. This Agreement states the
entire understanding and agreement between the parties with respect to its
subject matter as of the date of this Agreement, and may only be amended by a
written instrument duly executed by Employee and the Company; and to the extent
it directly impacts Kaiser, the written consent of Kaiser.
b. Assignment. This Agreement and the rights and obligations
of Employee may not be sold, transferred, assigned, pledged or hypothecated by
Employee.
c. Non-waiver. Failure to insist upon strict compliance with
any provision of this Agreement or the waiver of any specific event of
non-compliance shall not be deemed to be or operate as a waiver of such
provision or any other provision hereof or any other event of non-compliance.
d. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of the Company, its successors and assigns and, Employee's
heirs, successors, and legal or personal representatives.
e. Headings. The headings throughout this Agreement are for
convenience only and shall in no way be deemed to define, limit, or add to the
meaning of any provision of this Agreement.
f. Context. Whenever required by the context, the singular
shall include the plural, the plural the singular, and one gender such other
gender as is appropriate.
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g. Notices. All notices, request, demands, consents and other
communications hereunder shall be transmitted in writing and shall be deemed to
have been duly given when hand delivered or sent by certified United States
mail, postage prepaid, with return by certified requested, addressed to the
parties as follows:
Business Staffing, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇. ▇▇▇▇▇ #▇▇
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
h. Costs. In any action taken to enforce the provisions of
this Agreement, the prevailing party shall be reimbursed all costs incurred in
such legal action including reasonable attorney's fees in such action.
i. Severability. If any provision or clause of this Agreement,
as applied to any party or circumstances shall be adjudged by a court to be
invalid or unenforceable, said adjudication shall in no manner effect any other
provision of this Agreement, the application of such provision to any other
circumstances or the validity or enforceability of this Agreement.
j. Definition of Affiliate and Enforceability by Kaiser. The
term "Affiliate" for purposes of this Agreement shall mean any person or entity
now or hereafter in control, controlled by or in common control with the
Company. It shall also include any direct or indirect subsidiary of the Company
and any company in which the Company has more than a ten percent (10%) ownership
interest. The Parties agree that Kaiser shall be a third party beneficiary on
this Agreement and shall have the right to enforce its terms.
k. Acknowledgment Regarding ISO's. Employee acknowledges that
he is responsible for the tax consequences of all severance compensation he may
receive and that certain actions may need to be taken by Employee within limited
periods of time to preserve the tax status of any incentive options. The Company
makes no representation or warranty that any past or future grant of a stock
option or Equity Incentive to Employee qualifies as an incentive option.
l. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereto have executed this Employment
Agreement to be effective as of the day and year first written above not
withstanding the actual date of signature.
"Employee" "Company"
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Business Staffing, Inc.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
------------------------------------ -----------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇
Vice President & Secretary
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Consent of Human Relations Committee
of
Kaiser Ventures LLC
to
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Employment Agreement
The Human Relations Committee of Kaiser Ventures LLC ("Kaiser") hereby
consents to the employment agreement between Business Staffing, Inc. (the
"Company") and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ dated effective January 1, 2002, as set forth
above and the payment of all sums that may be required of Kaiser to reimburse
the Company under the terms of such agreement as provided in the Administrative
Services Agreement between the Company and Kaiser dated as of January 1, 2002.
Kaiser Ventures LLC
Human Relations Committee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
-----------------------------
▇▇▇▇ ▇. ▇▇▇▇, Chairman
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SCHEDULE "A"
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Chairman of the Board of Managers, Chief Executive Officer & President
These positions shall report directly to Kaiser Ventures LLC ("▇▇▇▇▇▇")
Board of Managers and the Company. The positions for Kaiser are to be filled by
Business Staffing, Inc. through the services of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
Responsibilities:
Even though a leased employee to Kaiser, this position has total
responsibility for every facet of the strategy, planning, operation, project
implementation, performance and direction of Kaiser and all its subsidiaries.
Within this framework of ultimate responsibility, ▇▇. ▇▇▇▇▇▇▇▇ has
delegated certain operational and implementation duties to the Executive Vice
Presidents of Kaiser. Shown below are strategic functions which will remain
under the direct control of ▇▇. ▇▇▇▇▇▇▇▇ as Chairman, CEO, and President:
. Corporate planning and strategy.
. Determination of the direction and goals of Kaiser.
. Future growth opportunity decisions.
. Development of all projects exit strategies.
. Major corporate financial or other resource commitments.
. All phases of investor relations.
. Relationships with major shareholders.
. All phases of the corporation's legal strategy, including
compliance with laws and regulations.
. Outside auditor performance and relationship.
. Corporate accounting policies and financial reporting
responsibilities.
. Corporate financing strategy and fiscal accountability.
. Major joint venture partner relations.
. Major negotiations on behalf of the corporation.
. Financial analysis and modeling of corporate opportunities.
. Political lobbying at the federal, State and local levels.
. Public relations and corporate participation policy.
. Agency relations and communications.
. Mine Reclamation Corporation Management.
. Establishment of policies for the conduct ▇▇▇▇▇▇'▇ business.
. Oversee the implementation of corporate policy.
. As chairman, conduct the meetings and business of the Board of
Managers.
. Implement the decisions of the Board of Managers.
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