EMPLOYMENT AGREEMENT
Employment Agreement, between CELADON TRUCKING SERVICES, INC., a New
Jersey corporation, having its principal office at Xxx Xxxxxxx Xxxxx,
Xxxxxxxxxxxx, Xxxxxxx 00000 (the "Company") and Xxxxx X. Xxxxxx, residing at
00000 Xxxxxx Xxxxx Xxxxx, Xxxxxx, Xxxxxxx 00000 (the "Employee").
1. For good consideration, the Company employs the Employee on the
following terms and conditions.
2. Term of Employment: Subject to the provisions for termination set forth
below this agreement will begin on January 13, 1997, unless sooner terminated in
accordance with section 10 below.
3. Salary: The Company shall pay the Employee a salary of $80,000 until
January 13, 1998, $88,000 until January 13, 1999 and $96,800 until January 13,
2000 per year, for the services of the Employee, payable at regular payroll
periods. Upon mutual agreement, this agreement will automatically renew itself
for consecutive one year terms and any modification of the terms shall be
determined only by mutual agreement. In addition to the salary Xxxxx will
receive a monthly car allowance of $450.00. She will also be granted an
additional 5000 shares of stock options at $10.25 per share. These stock options
will be subject to the approval of the Compensation Committee of the Board of
Directors before the contract is considered valid.
4. Duties and Position: The Company hires the Employee in the capacity of
Vice President of Operations or some comparable title. The Employee's duties may
be reasonably modified at the Company's direction from time to time.
5. Employee to Devote Full Time to Company: The Employee will devote full
time, attention, and energies to the business of the Company and during this
employment, will not engage in any other business activity, regardless of
whether such activity is pursued for profit, gain, or other pecuniary advantage.
Employee is not prohibited from making personal investments in any other
businesses provided those investments do not require active involvement in the
operation of said companies.
6. Confidentiality of Proprietary Information: Employee agrees, during or
after the term of this employment, not to reveal confidential information, or
trade secrets to any person, firm, corporation, or entity. Should Employee
reveal or threaten to reveal this information, the Company shall be entitled to
an injunction restraining the Employee from disclosing same, or from rendering
any services to any entity to whom said information has been or is threatened to
be disclosed. The right to secure an injunction is not exclusive, and the
Company may pursue any other remedies it has against the Employee for a breach
or threatened breach of this condition, including the recovery of damages from
the Employee.
7. Reimbursement of Expenses: The Employee may incur reasonable expenses
for furthering the Company's business, including expenses for entertainment,
travel, and similar items. The Company shall reimburse Employee for all business
expenses after the Employee presents an itemized account of expenditures,
pursuant to Company policy.
8. Vacation: The Employee shall be entitled to a yearly vacation of 3
weeks at full pay.
9. Disability: If Employee cannot perform the duties because of illness or
incapacity for a period of up to 12 weeks, she shall receive her full salary
from the Corporation, less any disability payments made directly to her. If such
disability shall continue past 13 weeks, during the next 13 weeks, she shall
receive 67% of her normal salary up to a maximum of $10,000 per month in
addition to any disability payments she may receive. The Employee's full
compensation will be reinstated upon return to work. However, if the Employee is
absent from work for any reason for a continuous period of over 6 months, the
Company may terminate the Employee's employment, with applicable severance as
outlined in section 10.
10. Termination of Agreement: The term of employment shall be from the
date of execution of this agreement for a period of three years or until
terminated in accordance with the provisions set forth herein. This Agreement
automatically renews for successive one year periods, unless terminated sooner.
The Corporation and Employee shall provide 90 days' written notice in the event
either party determines not to renew this agreement. This agreement may be
terminated at any time by mutual agreement in writing of the Corporation and
Employee. This agreement may be immediately terminated by the Corporation at any
time for cause, including, without limitation, Employee's failure or refusal to
perform her duties and obligations hereunder. If the Company requests, and
unrelated to "cause", the Employee will continue to perform his/her duties and
be paid his/her regular salary up to the date of termination. In addition, the
Company will pay the Employee on the date of termination a severance allowance
of $80,000 less taxes and social security required to be withheld.
11. Death Benefit: Should Employee die during the term of employment, the
Company shall pay to Employee's estate any compensation due through the end of
the month in which death occurred in addition to any Company paid life
insurance.
12. Restriction on Post Employment Compensation: For a period of 90 days
after the end of the employment for cause, the Employee shall not control,
consult to or be employed by any business similar to that conducted by the
Company, either by soliciting any of its accounts or by operating within
Employer's general trading area.
13. Assistance in Litigation: Employee shall upon reasonable notice,
furnish such information and proper assistance to the Company as it may
reasonably require in connection with any litigation in which it is, or may
become, a party either during or after employment.
14. Effect of Prior Agreements: This agreement supersedes any prior
agreement between the Company or any predecessor of the Company and the
Employee, except that this agreement shall not affect or operate to reduce any
benefit or compensation inuring to the Employee of a kind elsewhere provided and
not expressly provided in this agreement.
15. Settlement by Arbitration: Any claim or controversy that arises out of
or relates to this agreement, or the breach of it, shall be settled by
arbitration in accordance with the rules of the American Arbitration
Association. Judgment upon the award rendered may be entered in any court with
jurisdiction.
16. Limited Effect of Waiver by Company: Should Company waive breach of
any provision of this agreement by the Employee, that waiver will not operate or
be construed as a waiver of further breach by the Employee.
17. Severability: If, for any reason, any provision of this agreement is
held invalid, all other provisions of this agreement shall remain in effect. If
this agreement is held invalid or cannot be enforced, then to the full extent
permitted by law any prior agreement between the Company (or any predecessor
thereof) and the Employee shall be deemed reinstated as if this agreement had
not been executed.
18. Assumption of Agreement by Company's Successors and Assignees: The
Company's rights and obligations under this agreement will inure to the benefit
and be binding upon the Company's successors and assignees.
19. Oral Modifications Not Binding: This instrument is the entire
agreement of the Company and the Employee. Oral changes shall have no effect. It
may be altered only by a written agreement signed by the party against whom
enforcement of any waiver, change, modification, extension, or discharge is
sought.
20. If the level of responsibility or the title of the position is
significantly upgraded at any time during the contract period the salary and
benefits will be opened for mutual renegotiation.
Signed this 13th day of January, 1997.
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxx X. Xxxxxx
-------------------------------- -------------------------------------
Company Employee
Subject to Corporation
Approval
