EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) is effective as of June 1, 2010 (the
“Effective Date”), between Concert Group Logistics, Inc., a Delaware corporation (the “Company”)
and Xxxxxx Xxxx (the “Executive”).
RECITALS
The Company is principally engaged in the time critical, time sensitive, and cost sensitive
domestic and international surface, air and ocean freight forwarding business (the “Business”).
The Executive has extensive experience in logistics operations and transportation management.
The Company desires to employ the Executive and the Executive desires to be employed by the
Company.
The parties agree that a covenant not to compete is essential to the growth and stability of
the Business of the Company.
NOW, THEREFORE, in consideration of the mutual agreements herein made, the Company and the
Executive do hereby agree as follows:
1. Recitals. The above recitals are true, correct, and are herein incorporated by
reference.
2. Employment. The Company hereby employs the Executive, and the Executive hereby
accepts employment, upon the terms and conditions hereinafter set forth.
3. Authority and Power During Employment Period.
a. Duties and Responsibilities. During the term of this Agreement, the
Executive shall serve as the Chief Executive Officer of the Company. The Executive shall
have general management authority over the business operations of the Company, subject to
the guidelines and direction of the Chief Executive Officer and Board of Directors of
Express-1 Expedited Solutions, Inc. (the “Parent”), to whom he shall directly report.
b. Time Devoted. Throughout the term of the Agreement, the Executive shall
devote all of the Executive’s business time and attention exclusively to the business and
affairs of the Company, consistent with the Executive’s position with the Company.
4. Term. The employment hereunder will commence on the Effective Date and will
continue for an initial term of three years thereafter, subject to an automatic two year renewal
unless either party provides the other party with written notice of non-renewal at least 60 days
prior to the end of the initial three year period (the “Term”).
5. Compensation and Benefits.
a. Salary. The Executive shall be paid a base salary (the “Base Salary”) at an
annual rate of $180,000. The Base Salary shall be reviewed annually throughout the Term by
the Parent’s Compensation Committee and may be raised in its sole discretion. At the first
annual review the Executive shall have the right to propose amendments to the terms of this
Agreement, but shall have no vested right any such proposed amendments unless and until such
amendments are approved and adopted by the Company’s Compensation Committee.
b. Performance Based Bonus. As additional compensation, the Executive shall be
entitled to receive a bonus (“Bonus”) for each year during the Term of the Executive’s
employment by the Company based upon the Parent’s executive bonus plan as adopted and
amended from time-to-time by the Parent’s Board of Directors. The amount of any Bonus shall
be determined based upon performance targets set annually by the Parent’s Compensation
Committee.
c. Signing Bonus. In connection with the execution of this Agreement Parent
shall issue the Executive nonqualified Options under the Parent’s stock option plan
entitling the Executive to purchase 100,000 shares of Common Stock, on such terms as such
Options are typically issued by the Parent.
d. Executive Benefits. The Executive shall be entitled to participate in
benefit programs of the Company currently existing or hereafter including, but not limited
to, group life insurance, health insurance, dental, and 401 K.
e. Vacation. The Executive shall be entitled to four (4) weeks of paid time off
each year during the Term.
f. Business Expense Reimbursement. During the Term of employment, the Executive
shall be entitled to receive proper reimbursement for all reasonable, out-of-pocket expenses
incurred by the Executive (in accordance with the policies and procedures established by the
Company for its senior executive officers) in performing services hereunder, provided the
Executive properly accounts therefore.
6. Consequences of Termination of Employment.
a. Death. In the event of the death of the Executive during the Term, Base
Salary and any earned Bonus shall be paid to the Executive’s designated beneficiary, or, in
the absence of such designation, to the estate or other legal representative of the
Executive until the date of death. Other death benefits will be determined in accordance
with the terms of the Company’s benefit programs and plans.
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b. Disability.
(1) In the event of the Executive’s Disability, as hereinafter defined, the
Executive shall be entitled to compensation in accordance with the Company’s
disability compensation practice for senior executives, including any separate
arrangement or policy covering the Executive, but in all events the Executive shall
continue to receive the Executive’s Base Salary for ninety (90) days from the date
on which the Disability has been deemed to occur. Any amounts provided for in this
Section 6(b) shall be offset by other long-term disability benefits provided to the
Executive by the Company.
(2) “Disability,” for the purposes of this Agreement, shall be deemed to have
occurred in the event (A) the Executive is unable by reason of sickness or accident
to perform the Executive’s duties under this Agreement for an aggregate of 30 days
in any twelve-month period or (B) the Executive has a guardian of the person or
estate appointed by a court of competent jurisdiction. Termination due to Disability
shall be deemed to have occurred upon the first day of the month following the
determination of Disability as defined in the preceding sentence.
Anything herein to the contrary notwithstanding, if, following a termination of
employment hereunder due to Disability as provided in the preceding paragraph, the Executive
becomes reemployed, whether as an Executive or a consultant to the Company, any salary,
annual incentive payments or other benefits earned by the Executive from such reemployment
shall offset any salary continuation due to the Executive hereunder commencing with the date
of re-employment.
c. Termination by the Company for Cause.
(1) Nothing herein shall prevent the Company from terminating the Executive’s
employment hereunder for “Cause,” as hereinafter defined. In the event of a
termination for Cause, the Executive shall receive Base Salary and benefits through
the date of termination only, together with any Bonus that has been earned as of
that date.
(2) “Cause” shall mean:
(A) Executive’s material violation of any of the provisions of this
Agreement, or the rules, policies, and/or procedures of the Company, or
commission of any material act of fraud, misappropriation, breach of
fiduciary duty or theft against or from the Company, if such violation is
not cured as soon as is reasonably practical, and in any event within thirty
(30) days after written notice from the Company, or if Executive commits the
same violation within twelve (12) months of receiving any such notice.
(B) Executive’s violation of any law, rule or regulation of a
governmental authority or regulatory body with jurisdiction over the
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Company or Executive relative to the conduct of Executive in connection
with the Company’s business or its securities, if such violation is not
cured as soon as is reasonably practical, and in any event within thirty
(30) days after written notice from the Company, or if Executive commits the
same violation within twelve (12) months of receiving any such notice.
(C) The conviction of Executive of a felony under the laws of the
United States of America or any state therein.
d. Termination by the Company Other than for Cause. The Company may terminate
the Executive’s employment in the Company’s sole discretion at any time; provided, however,
that in the event such termination is not pursuant to Section 6(a), Section 6(b), or Section
6(c) hereof, the Company may terminate this Agreement upon three (3) months’ prior written
notice. During such three (3) month period the Executive shall continue to perform the
Executive’s duties pursuant to this Agreement and the Company shall continue to compensate
the Executive pursuant to this Agreement. In the event of a termination under this Section
6(d), the Executive shall receive any Bonus that has been earned as of the date of
termination, plus Base Salary only (i.e. no fringe benefits, additional Bonus, or other
compensation) for the one year period following termination.
e. Voluntary Termination. In the event the Executive terminates the Executive’s
employment on the Executive’s own volition (except as provided in Section 6(f)), the
Executive shall receive Base Salary and benefits through the date of termination only,
together with any Bonus that has been earned as of that date.
f. Change of Control. If, within one year after a Change in Control, the
Company terminates Executive’s employment with the Company under Section 6(d), OR Executive
voluntarily terminates such employment with Good Reason, the following provisions will
apply:
(1) An amount equal to the sum of (A) Executive’s aggregate Base Salary (at the
rate most recently determined) for a period equal to one year (the “Severance
Period”), and (B) an amount equal to the greater of (i) Executive’s Bonus
payments for the year preceding the date of termination, and (ii) the annual average
of Executive’s Bonus payments during the two (2) years immediately preceding the
date of termination, shall be paid to, or in trust for, Executive pursuant to
Section 6(f)(7) in a lump sum within 30 days after the date of termination.
(2) Executive shall receive any and all benefits accrued under any Incentive
Plans and Benefit Plans to the date of his termination. The amount, form and time of
payment of such benefits shall be determined by the terms of such Incentive Plans
and Benefit Plans, and for purposes of such plans, Executive’s employment shall be
deemed to have terminated by reason of retirement.
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(3) The Company agrees that for purposes of all Incentive Plans and Benefit
Plans Executive shall be given service credit for all purposes for, and shall be
deemed to be an employee of the Company during, the Severance Period,
notwithstanding his inability to render services by reason of death or disability
during the Severance Period or the fact that he is not an employee of the Company
during the Severance Period; provided that, if the terms of any of such Incentive
Plan or Benefit Plan do not permit such credit or deemed employee treatment, the
Company will make identical payments and distributions outside of the Plans.
(4) During the Severance Period Executive and his dependents will continue to
be covered by all health, dental, disability, accident and life insurance plans or
arrangements made available by the Company in which he or his dependents were
participating immediately prior to the date of his termination as if he continued to
be an employee of the Company, provided that, if participation in any one or more of
such plans and arrangements is not possible under the terms thereof, the Company
will provide substantially identical benefits. Executive’s right to continuation of
coverage under the health insurance plan of employer pursuant to Section 4980B (or
any successor section) shall commence at the end of the Severance Period.
(5) No payments or benefits payable to or with respect to Executive during the
Severance Period pursuant to this Section 6(f) shall be reduced by any amount
Executive or his dependents, spouse or beneficiary may earn or receive from
employment with another employer or from any other source.
(6) Except as otherwise provided in Section 6(f)(7), upon the death of
Executive all amounts payable hereunder to Executive pursuant to this Section 6(f)
shall be paid to his devisee, legates or other designee, or in the absence of a
designee, to his estate.
(7) Amounts payable pursuant to Section 6(f)(1) shall be, at the election of
Executive set forth in a written instrument delivered to the Company within 15 days
after his termination of employment, be either paid to him in a lump sum or paid to
the trustee of a trust to be established by the Company for the benefit of
Executive, with a bank or trust company selected by Executive as trustee. If
Executive elects to have payments made to the trustee of such trust, the trust
agreement shall conform to the provisions of any applicable model trust set forth in
any Internal Revenue Service authority and shall contain terms and conditions
mutually satisfactory to Executive and the Company and that are not inconsistent
with the provisions of any such model trust.
(8) Treatment of Options.
(A) If upon termination of his employment pursuant to Section 6(f)(1)
Executive holds any options (the “Options”) with respect
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to the
common stock (the “Common Stock”) of the Company, which are not then
exercisable, said Options shall immediately vest upon termination. All such
Options shall remain outstanding and exercisable for the remainder of the
full term thereof (i.e. the term of said Option shall not be shortened as a
result of any change in control provisions or other adjustment provisions
contained in the Option agreement or the plan under which the Options were
issued).
(B) If Executive holds Options and (i) the Company effects any merger
or consolidation of the Company with or into another person, (ii) the
Company effects any sale of all or substantially all of its assets in one or
a series of related transactions, (iii) any tender offer or exchange offer
(whether by the Company or another person) is completed pursuant to which
holders of Common Stock are permitted to tender or exchange their shares for
other securities, cash or property or (iv) the Company effects any
reclassification of the Common Stock or any compulsory share exchange
pursuant to which the Common Stock is effectively converted into or
exchanged for other securities, cash or property (each a “Fundamental
Transaction”), then, upon any subsequent exercise of the Options,
Executive shall have the right to receive, for each share of Common Stock
underlying the Option that would have been issuable upon such exercise
immediately prior to the occurrence of such Fundamental Transaction, the
number of shares of Common Stock of the successor or acquiring corporation
or of the Company, if it is the surviving corporation, and any additional
consideration (the “Alternate Consideration”) receivable as a result
of such merger, consolidation or disposition of assets by a holder of the
number of shares of Common Stock for which the Option is exercisable
immediately prior to such event. If holders of Common Stock are given any
choice as to the securities, cash or property to be received in a
Fundamental Transaction, then Executive shall be given the same choice as to
the Alternate Consideration it receives upon any exercise of the Option
following such Fundamental Transaction. To the extent necessary to
effectuate the foregoing provisions, any successor to Company or surviving
entity in such Fundamental Transaction shall issue to Executive a new option
consistent with the foregoing provisions and evidencing Executive’s right to
exercise such Option into Alternate Consideration. The terms of any
agreement pursuant to which a Fundamental Transaction is effected shall
include terms requiring any such successor or surviving entity to comply
with the provisions of this Section 6(f)(8) and insuring that the Options
(or any such replacement security) will be similarly adjusted upon any
subsequent transaction analogous to a Fundamental Transaction.
(9) Expenses. The Company shall pay to Executive all out-of-pocket
expenses, including attorneys’ fees, incurred by Executive in connection with the
successful enforcement of this Section 6(f) by Executive.
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(10) Definitions. For purposes of this Agreement:
(A) “Benefit Plans” shall mean any qualified or supplemental
defined benefit retirement plan or defined contribution retirement plan,
currently or hereafter made available by the Company to Executive in which
Executive is eligible to participate, or any private arrangement maintained
by the Company solely for executive.
(B) “Change in Control” shall be deemed to occur on the
earliest of any of the following events:
(i) The ownership by any entity, person, or group of beneficial
ownership, as that term is defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended, of more than 50% of the outstanding
capital stock of the Company entitled to vote for the election of
directors (“Voting Stock”);
(ii) The effective time of (a) a merger or consolidation of the
Company with one or more other corporations as a result of which the
holders of the outstanding Voting Stock of the Company immediately
prior to such merger hold less than 80% of the Voting Stock of the
surviving or resulting corporation, or (b) a transfer of all or
substantially all of the property of the Company other than to an
entity of which the Company owns at least 80% of the Voting Stock; or
(iii) The election to the Board of Directors of the Company,
without the recommendation or approval of the incumbent Board of
Directors of the Company, of the lesser of (a) three independent
directors or (b) directors constituting a majority of the number of
directors of the Company then in office.
(C) “Good Reason” shall exist if, without Executive’s express
written consent:
(i) The Company shall assign to Executive duties of a
non-executive nature or for which Executive is not reasonably
equipped by his skills and experience;
(ii) The Company shall reduce the salary of Executive, or
materially reduce the amount of paid vacations to which he is
entitled, or his fringe benefits and perquisites;
(iii) With respect to an Executive employed at the Company’s
Downers Grove, IL office, the Company shall require
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Executive to relocate his principal business office or his
principal place of residence outside of the greater Chicago
metropolitan area (the “Area”), or assign to Executive duties that
would reasonably require such relocation;
(iv) The Company shall require Executive, or assign duties to
Executive, which would reasonably require him to spend more than
sixty normal working days away from the Area during any consecutive
twelve month period;
(v) The Company shall fail to provide office facilities,
secretarial services, and other administrative services to Executive
which are substantially equivalent to the facilities and services
provided to Executive on the date hereof; or
(vi) The Company shall terminate Incentive Plans and Benefit
Plans or arrangements, or reduce or limit Executive’s participation
therein relative to the level of participation of other executives of
similar rank, to such an extent as to materially reduce the aggregate
value of Executive’s incentive compensation and benefits below their
aggregate value as of the date hereof.
(D) “Incentive Plans” shall mean any incentive, bonus, deferred
compensation or similar plan or arrangement currently or hereafter made
available by the Company in which Executive is eligible to participate.
7. Covenant Not to Compete.
a. Covenant Not to Compete. The Executive acknowledges and recognizes the
highly competitive nature of the Company’s business and the goodwill, continued patronage,
and specifically the names and addresses of the Company’s Clients (as hereinafter defined)
constitute a substantial asset of the Company having been acquired through considerable
time, money and effort. Accordingly, in consideration of the execution of this Agreement the
Executive agrees to the following:
(1) That during the Restricted Period (as hereinafter defined) and within the
Restricted Area (as hereinafter defined), the Executive will not, individually or in
conjunction with others, directly or indirectly, engage in any Business Activities
(as hereinafter defined), whether as an officer, director, proprietor, employer,
partner, independent contractor, investor (other than as a holder solely as an
investment of less than 1% of the outstanding capital stock of a publicly traded
corporation), consultant, advisor or agent.
(2) That during the Restricted Period and within the Restricted Area, the
Executive will not, directly or indirectly, solicit, induce or influence any of the
Company’s Clients which have a business relationship with the Company at the
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time during the Restricted Period to discontinue or reduce the extent of such
relationship with the Company.
b. Non-Disclosure of Information. Executive agrees that Executive will not use
or disclose any Proprietary Information of the Company for the Executive’s own purposes or
for the benefit of any entity engaged in Business Activities. As used herein, the term
“Proprietary Information” shall mean trade secrets or confidential proprietary information
of the Company which are material to the conduct of the business of the Company. No
information can be considered Proprietary Information unless the same is a unique process or
method material to the conduct of Company’s Business, or is a customer list or similar list
of persons engaged in business activities with Company, or if the same is otherwise in the
public domain or is required to be disclosed by order of any court or by reason of any
statute, law, rule, regulation, ordinance or other governmental requirement. Executive
further agrees that in the event his employment is terminated for any reason all Documents
in his possession at the time of his termination shall be returned to the Company at the
Company’s principal place of business. As used herein, the term “Documents” shall mean all
original written, recorded, or graphic matters whatsoever, and any and all copies thereof,
including, but not limited to: papers; books; records; tangible things; correspondence;
communications; telex messages; memoranda; work-papers; reports; affidavits; statements;
summaries; analyses; evaluations; client records and information; agreements; agendas;
advertisements; instructions; charges; manuals; brochures; publications; directories;
industry lists; schedules; price lists; client lists; statistical records; training manuals;
computer printouts; books of account, records and invoices reflecting business operations;
all things similar to any of the foregoing however denominated. In all cases where originals
are not available, the term “Documents” shall also mean identical copies of original
documents or non-identical copies thereof.
c. Company’s Clients. The “Company’s Clients” shall be deemed to be any
individuals, partnerships, corporations, professional associations or other business
organizations for whom the Company or its subsidiaries have performed Business Activities.
d. Restrictive Period. The “Restrictive Period” shall be deemed to commence on
the date of this Agreement, and end on the earliest to occur of the following:
(1) twelve (12) months after the termination of this Agreement under Section
6(b), Section 6(c), Section 6(e), or Section 6(f); or
(2) the date of the termination of this Agreement under Section 6(d); or
(3) the end of the Term (provided the Agreement wasn’t earlier terminated under
one of the provisions of Section 6).
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e. Competitive Business Activities. The term “Business Activities” as used
herein shall be deemed to mean the Business, as well as the business of expedited
transportation and third party logistics.
f. Restrictive Area. The term “Restrictive Area” shall be deemed to mean any
State in which the Company does business.
g. Covenants as Essential Elements of this Agreement. It is understood by and
between the parties hereto that the foregoing covenants contained in Section 7 are essential
elements of this Agreement, and that but for the agreement by the Executive to comply with
such covenants, the Company would not have agreed to enter into this Agreement. Such
covenants by the Executive shall be construed to be agreements independent of any other
provisions of this Agreement. The existence of any other claim or cause of action, whether
predicated on any other provision in this Agreement, or otherwise, as a result of the
relationship between the parties shall not constitute a defense to the enforcement of such
covenants against the Executive.
h. Survival After Termination of Agreement. Notwithstanding anything to the
contrary contained in this Agreement, the covenants in Section 7 shall survive the
termination of this Agreement and the Executive’s employment with the Company.
i. Revisions. The parties hereto acknowledge that (A) the restrictions
contained in Section 7 are fair and reasonable and are not the result of overreaching,
duress, or coercion of any kind, and (B) Executive’s full, uninhibited, and faithful
observance of each of the covenants contained in this Agreement will not cause Executive any
undue hardship, financial or otherwise. It is the intention of all parties to make the
covenants of Section 7 binding only to the extent that it may be lawfully done under
existing applicable laws. In the event that any part of any covenant of Section 7 is
determined by a court of law to be overly broad thereby making the covenant unenforceable,
the parties hereto agree, and it is their desire, that such court shall substitute a
reasonable, judicially enforceable limitation in place of the offensive part of the covenant
and as so modified the covenant shall be as fully enforceable as set forth herein by the
parties themselves in the modified form.
j. Remedies. The Executive acknowledges and agrees that the Company’s remedy at
law for a breach or threatened breach of any of the provisions of Section 7 herein would be
inadequate and a breach thereof will cause irreparable harm to the Company. In recognition
of this fact, in the event of a breach by the Executive of any of the provisions of Section
7, the Executive agrees that, in addition to any remedy at law available to the Company,
including, but not limited to, monetary damages and all rights of the Executive to payment
or otherwise under this Agreement may be terminated, and the Company, without posting any
bond, shall be entitled to obtain, and the Executive agrees not to oppose the Company’s
request for, equitable relief in the form of specific performance, temporary restraining
order, temporary or permanent injunction or any other equitable remedy which may then be
available to the Company.
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8. Indemnification. The Executive shall continue to be covered by the Certificate of
Incorporation and/or the Bylaws of the Company with respect to matters occurring on or prior to the
date of termination of the Executive’s employment with the Company, subject to all the provisions
of Delaware corporate law, Federal law and the Certificate of Incorporation and Bylaws of the
Company then in effect. Such reasonable expenses, including attorneys’ fees that may be covered by
the Certificate of Incorporation and/or Bylaws of the Company shall be paid by the Company on a
current basis in accordance with such provision, the Company’s Certificate of Incorporation and
Delaware corporate law. To the extent that any such payments by the Company pursuant to the
Company’s Certificate of Incorporation and/or Bylaws may be subject to repayment by the Executive
pursuant to the provisions of the Company’s Certificate of Incorporation or Bylaws, or pursuant to
Delaware corporate law or Federal law, such repayment shall be due and payable by the Executive to
the Company within twelve (12) months after the termination of all proceedings, if any, which
relate to such repayment and to the Company’s affairs for the period prior to the date of
termination of the Executive’s employment with the Company and as to which Executive has been
covered by such applicable provisions.
9. Withholding. Anything to the contrary notwithstanding, all payments required to be
made by the Company hereunder to the Executive or the Executive’s estate or beneficiaries shall be
subject to the withholding of such amounts, if any, relating to tax and other payroll deductions as
the Company may reasonably determine it should withhold pursuant to any applicable law or
regulation. In lieu of withholding such amounts, the Company may accept other arrangements pursuant
to which it is satisfied that such tax and other payroll obligations will be satisfied in a manner
complying with applicable law or regulation.
10. Notices. Any notice required or permitted to be given under the terms of this
Agreement shall be sufficient if in writing and if sent postage prepaid by registered or certified
mail, return receipt requested; by overnight delivery; by courier; or by confirmed telecopy, in the
case of the Executive to the Executive’s last place of business or residence as shown on the
records of the Company, or in the case of the Company to its principal office as set forth in the
first paragraph of this Agreement, or at such other place as it may designate.
11. Waiver. Unless agreed in writing, the failure of either party, at any time, to
require performance by the other of any provisions hereunder shall not affect its right thereafter
to enforce the same, nor shall a waiver by either party of any breach of any provision hereof be
taken or held to be a waiver of any other preceding or succeeding breach of any term or provision
of this Agreement. No extension of time for the performance of any obligation or act shall be
deemed to be an extension of time for the performance of any other obligation or act hereunder.
12. Completeness and Modification. This Agreement constitutes the entire understanding
between the parties hereto superseding all prior and contemporaneous agreements or understandings
among the parties hereto concerning the employment of the Executive and the matters set forth
herein. This Agreement may be amended, modified, superseded or canceled, and any of the terms,
covenants, representations, warranties or conditions hereof may be waived, only by a written
instrument executed by the parties or, in the case of a waiver, by the party to be charged.
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13. Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original but all of which shall constitute but one agreement.
14. Binding Effect/Assignment. This Agreement shall be binding upon the parties
hereto, their heirs, legal representatives, successors and assigns. This Agreement shall not be
assignable by the Executive but shall be assignable by the Company in connection with the sale,
transfer or other disposition of its business or to any of the Company’s affiliates controlled by
or under common control with the Company.
15. Governing Law. This Agreement shall become valid when executed and accepted by
Company. The parties agree that it shall be deemed made and entered into in the State of Michigan
and shall be governed and construed under and in accordance with the laws of the State of Michigan.
Anything in this Agreement to the contrary notwithstanding, the Executive shall conduct the
Executive’s business in a lawful manner and faithfully comply with applicable laws or regulations
of the state, city or other political subdivision in which the Executive is located.
16. Further Assurances. All parties hereto shall execute and deliver such other
instruments and do such other acts as may be necessary to carry out the intent and purposes of this
Agreement.
17. Headings. The headings of the sections are for convenience only and shall not
control or affect the meaning or construction or limit the scope or intent of any of the provisions
of this Agreement.
18. Survival. Any termination of this Agreement shall not, however, affect the ongoing
provisions of this Agreement which shall survive such termination in accordance with their terms.
19. Severability. The invalidity or unenforceability, in whole or in part, of any
covenant, promise or undertaking, or any section, subsection, paragraph, sentence, clause, phrase
or word or of any provision of this Agreement shall not affect the validity or enforceability of
the remaining portions thereof.
20. Enforcement. Should it become necessary for any party to institute legal action to
enforce the terms and conditions of this Agreement, the successful party will be awarded reasonable
attorneys’ fees at all trial and appellate levels, expenses and costs.
21. Venue. Company and Employee acknowledge and agree that Berrien County, Michigan,
shall be the venue and exclusive proper forum in which to adjudicate any case or controversy
arising either, directly or indirectly, under or in connection with this Agreement and the parties
further agree that, in the event of litigation arising out of or in connection with this Agreement
in these courts, they will not contest or challenge the jurisdiction or venue of these courts.
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22. Construction. This Agreement shall be construed within the fair meaning of each of
its terms and not against the party drafting the document.
23. Parent Company. Notwithstanding anything herein to the contrary, for purposes of
Sections 5, 6, 7, and 8 of this Agreement the term Company shall be deemed to mean Parent and its
subsidiaries.
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS READ THIS ENTIRE AGREEMENT, HAS HAD THE OPPORTUNITY TO
DISCUSS THIS WITH HIS COUNSEL AND FURTHER ACKNOWLEDGES THAT HE UNDERSTANDS THE RESTRICTIONS, TERMS
AND CONDITIONS IMPOSED UPON THE EXECUTIVE BY THIS AGREEMENT AND UNDERSTANDS THAT THESE
RESTRICTIONS, TERMS AND CONDITIONS MAY BE BINDING UPON THE EXECUTIVE DURING AND AFTER TERMINATION
OF THE EMPLOYMENT OF THE EXECUTIVE.
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IN WITNESS WHEREOF, the parties have executed this Agreement as of date set forth below.
Concert Group Logistics, Inc. |
||||
Signature: | /s/ Xxxxxx Xxxx | |||
Printed Name: | Xxxxxx Xxxx | |||
Title: | Chief Executive Officer | |||
For purposes of Section 23 hereof: Express-1 Expedited Solutions, Inc. |
||||
Signature: | /s/ Xxxxxxx Xxxxx | |||
Printed Name: | Xxxxxxx Xxxxx | |||
Title: | Chief Executive Officer |
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