Exhibit 10.1
Employment Agreement
of
▇▇▇▇▇ ▇. ▇▇▇▇
This EMPLOYMENT 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
Executive Vice President - Administration, General Counsel and Corporate
Secretary pursuant to that certain 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 Amended and Restated Employment Agreement of ▇▇▇▇▇ ▇. ▇▇▇▇
between Employee and Kaiser Ventures Inc. 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 Executive Vice President -
Administration, and General Counsel and Corporate Secretary. In such capacity,
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 ▇▇▇▇▇▇'▇ President or Chief Executive Officer. 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 initial annual base salary shall be Two Hundred
and Eight Thousand Eight Hundred Eighty Nine Dollars ($208,889) per year.
Prior to the first meeting of the Board of Managers of Kaiser 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 of
Managers at such meeting. Kaiser will communicate its review to the Company and
the Company and Kaiser shall mutually agree as to any adjustment to Employee's
annual base compensation.
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, 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) six months 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 to 26.35% 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 six months' average annual percentage performance bonus while at
Kaiser (or its predecessor) for the five 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 effective 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 Transactions Incentive
Plan effective as of January 1, 2002, with regard to future unearned payments
and lieu thereof has issued Class C Units to Employee under the terms of the
Kaiser Amended and Restated Operating Agreement dated October 7, 2002, as
further amended by that certain Amendment to Amended and Restated Operating
Agreement dated effective January 15, 2002 (collectively the "Amended Operating
Agreement"). Employee understands that Class D Units may be issued to him in the
future under the terms of the Amended Operating Agreement.
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5. Stock Options and Other Stock 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 the Board
of Managers 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 Company to its employees and to senior executives in
accordance with and subject to Company's polices 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 the 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 reasonable basis. Employee shall be entitled to four (4) weeks of
paid vacation per year.
7. Death Benefits. In the event of Employee's death, the Company 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 a ratable
portion of Employee's anticipated bonus for the year through the date of
Employee's death plus the compensation and benefits that would be payable to
Employee upon termination with all 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.
10. Constructive Termination. Employee shall be deemed to have been
constructively discharged upon the occurrence of any of the following events:
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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 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 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 one half of the greater of Employee's then
current annual base salary or his base salary in effect on the date of this
Agreement;
c. the amount that results from multiplying 27.9% by the greater of
Employee's then current base salary or his base salary in effect on the date of
this Agreement (this represents an amount equal to six months of the average
annual bonus percentage while at Kaiser for its predecessors for the five (5)
years prior to and including the final annual percentage bonus for the year
2000) under the former annual bonus program;
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 20, 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
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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 twelve
(12) months following the date of termination, including the Company's portion
of any retirement and deferred compensation plan such as ▇▇▇▇▇▇'▇ 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 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 twelve (12) 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.
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 13(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."
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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 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 and as may be required
by law. After such termination, Employee shall be entitled, for a period of one
hundred and twenty (120) days, to exercise any Equity Incentives that are vested
as of the date of termination.
15. 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 responsibilities 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.
16. Voluntary Termination. Employee's employment by the Company may be
terminated at any time upon the parties' mutual written agreement or voluntarily
by either party upon prior written notice to the other. Upon termination of
Employee by the Company for any reason (including a constructive termination)
except for death, permanent disability or for cause, Employee shall receive the
compensation and benefits set forth in Paragraph 11 of this Agreement. In the
event of a mutual written agreement, Employee's severance benefits shall be as
set forth in such 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 B and Class D Units held by Employee(which distributions can
continue to be made to Employee beyond the date of Employee's termination).
After such termination, Employee shall be entitled for a period of one hundred
twenty (120) days to exercise any Equity Incentives that are vested as of the
date of termination.
17. 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
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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. Company agrees that it shall maintain and
provide information regarding Employee in accordance with generally accepted
industry 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 Paragraph 16(a) above do not apply to information which Employee
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 Employee from a third party source who, to Employee's knowledge after due
inquiry, is not and was not bound by confidentiality obligations to the Company,
Kaiser or any Affiliate thereof. In addition, Employee the Company, and Kaiser
are 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 protected 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.
18. 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
Kaiser or any Affiliate thereof, (without limiting the generality of any other
Paragraph herein), then such dispute shall be settled as follows:
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;
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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 Kaiser 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.
19. 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 the extent that 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.
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:
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Business Staffing, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇., ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: President
▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
h. Costs. In any action taken to enforce the provisions of this
Agreement, the prevailing party shall be reimbursed all reasonable 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 Kaiser or the
Company. It shall also include any direct or indirect subsidiary of such
Corporation and any company in which Kaiser has more than a ten percent (10%)
ownership interest. The Parties agree that Kaiser shall be a third party
beneficiary of 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 stock 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" The Company"
▇▇▇▇▇ ▇. ▇▇▇▇ Business Staffing, Inc.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
------------------------------------ -----------------------------
▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇,
President
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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 to reimburse the Company under
the terms of such agreements as provided in the Administrative Services
Agreement between Company and Kaiser dated as of January 1, 2002.
Kaiser Ventures LLC
Human Relations Committee
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇, Chairman
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Schedule "A"
▇▇▇▇▇ ▇. ▇▇▇▇
Executive Vice President - Administration,
General Counsel and Company Secretary
These positions report to the Board of Managers, Chief Executive Officer
and Chief Operating Officer, of Kaiser Ventures Inc. ("Kaiser") as appropriate
and to the Company. The positions are to be filled by Business Staffing, Inc.
through the services of ▇▇▇▇▇ ▇. ▇▇▇▇.
Responsibilities. Legal services, business insights, and technical assistance in
the following areas, among others:
. General legal and business advice;
. All contractual relations, including joint ventures, leases, partnership
agreements, purchase and sale agreements, collection of receivables,
tenant disputes, etc.;
. Due diligence investigations and legal evaluation of acquisition
targets, plus assistance in preparation, review and closing of
acquisition agreements;
. Legal risk analysis;
. Corporate legal strategy;
. Personnel administration and related issues;
. All SEC compliance matters (other than financial statements and related
information which you will coordinate with the Chief Financial Officer),
including preparation of reports on Forms ▇▇-▇, ▇▇-▇, ▇-▇, ▇▇▇▇ 3 & 4
filings, oversight of Company policies on ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and
confidential information, proxy materials, and shareholder meetings;
. Advise the Board of Directors regarding procedures, legal issues, and
legal positions;
. Corporate governance matters, such as corporate minutes, Board of
Director resolutions and special matters, by-laws and articles of
incorporation, annual corporate filings, tradenames, maintenance of
corporate subsidiaries, etc. for both Kaiser and MRC;
. Supervision of litigation matters;
. Development of defense strategies involved in defending Kaiser against
lawsuits;
. Regulatory and agency issues;
. Resolution of outstanding bankruptcy reorganization matters;
. Providing legal assistance to subsidiaries of Kaiser, as appropriate;
. Participate in major negotiations involving all phases of corporate
transactions;
. Corporate, public and media relations;
. Community and agency relations;
. Charitable and political donations;
. Overall lobbying strategy;
. Supervision of environmental compliance and remediation;
. Contract administration; and
. Tenant, vendor and consultant matters.
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