EXHIBIT 10.1
------------
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") shall be effective on the 15th day
of August 2005 ("Effective Date") between Greystone Logistics, Inc., (the
"Company") and Xxxxx X. Xxxxx ("Xxxxx").
RECITALS
WHEREAS, the Company has determined that Xxxxx'x services to the Company
will be of value to the Company, and accordingly, the Company desires to enter
into this Agreement with Xxxxx as set forth herein in order to secure such
services;
WHEREAS, the Company is one of the leading providers to the beverage
industry of shipping pallets manufactured with recycled plastic resin;
WHEREAS, Xxxxx desires to serve as an employee of the Company pursuant to
the terms set forth herein;
NOW THEREFORE, for and in consideration of Xxxxx'x employment by the
Company, the promises and the mutual agreements set forth herein, Xxxxx and the
Company agrees as follows:
1. Employment Duties.
(a) The Company agrees to employ Xxxxx and Xxxxx agrees to serve as
President and Chief Executive Officer to manage and direct the
activities of the Company, and such other reasonable additional
responsibilities as may be added to Xxxxx'x duties from
time-to-time by the Board of Directors ("the Board"), of the
Company. Xxxxx shall report directly to the Board and shall be
elected to the Board effective August 15, 2005.
(b) Xxxxx shall (i) diligently follow and implement all policies and
decisions communicated by the Board.
(c) The work product to be produced hereunder by Xxxxx shall be
considered a work made for hire as defined in the Copyright Act
of 1976, and is therefore owned exclusively by the Company which
vests copyright ownership of works for hire in the Company for
whom the work is prepared. If any works hereunder shall be found
not to be works made for hire, or ownership does not otherwise
automatically vest in the Company, Xxxxx shall immediately
disclose and assign to Company any right, title and interest in
any inventions, models, processes, patents, copyrights and
improvements thereon relating to services or processes or
products of Company that Xxxxx conceives or acquires during the
employment relationship with Company or that Xxxxx may conceive
or acquire, during the period of (1) one year after termination
of this Agreement.
2. Term. The initial term of employment shall be twenty-four months (24)
("Initial Term"). The Initial Term shall begin August 15, 2005 and shall have
four (4) automatic twelve (12) month renewal periods; however, the terms shall
not renew in the event that either party
gives the other party written notice of non-renewal ("Notice") at least
ninety (90) days prior to the end of the then-current term. In the event
either party provides Notice or terminates this Agreement pursuant to
Section 4, Xxxxx shall diligently assist the Company in transitioning all
matters and work for which he was responsible, as the Company shall direct.
3. Compensation.
(a) Xxxxx shall be paid a monthly compensation of $25,000/month plus
travel and entertainment expenses. Xxxxx will work at various Company
facilities as appropriate.
(b) Xxxxx and the management team will receive an option pool available to
purchase up to the aggregate amount of fifteen percent (15%) of the
Company Common Stock with a ten (10) year exercise period ("Option
Pool"). The Option Pool shall have a three (3) year vesting schedule
with one-third (1/3) (a five percent (5%) tranche) vesting at the end
of each year for three (3) years. The underlying option shares shall
be exercisable on a cashless basis and would be otherwise subject to
the terms and conditions of the Company's stock option plan. Xxxxx and
the Board shall determine participation in the Option Pool.
(c) Xxxxx shall have the opportunity to earn a bonus up to his base annual
salary based on meeting objectives established annually between Xxxxx
and the Board of Directors.
(d) Throughout the term of the Agreement, Xxxxx will in addition be
entitled to related benefits as provided by the Company to other
management of the Company such as:
(i) The Company will provide health insurance benefits for Xxxxx and
his dependents on the same basis of the other Company employees.
(ii) During the term of this agreement Greystone will provide Xxxxx an
automobile allowance of $1,700 per month.
(iii) Xxxxx shall, upon submission of written documentation of
business related expenses incurred, be reimbursed for any and all
necessary, customary and usual expenses, as approved by the Board
and incurred by Xxxxx on behalf of Company in the normal course
of business.
(iv) Xxxxx shall receive four (4) weeks of paid vacation. Accrued
unused vacation time shall expire at the end of each calendar
year.
(v) The Base Salary and any bonuses, allowance payments, and all
other payments shall be subject to withholding for all applicable
taxes as required under applicable federal and state laws.
2
4. Termination. This Agreement and Xxxxx'x employment can be terminated by
the Board on behalf of the Company as follows:
(a) Upon the death of Xxxxx; or
(b) Upon Xxxxx'x permanent disability (which shall mean his inability to
perform his duties and responsibilities under this Agreement for a
period of at least six (6) consecutive months); or
(c) For Cause immediately and without notice. Cause means either the joint
or several conduct of Xxxxx which amounts to (i) fraud, dishonesty or
breach of fiduciary duty against the Company; (ii) willful misconduct,
insubordination, repeated refusal to follow the reasonable directions
of the Board of Directors or violation of law in the course of
performance of duties with the Company; (iii) repeated absences from
work without a reasonable excuse; (iv) intoxication with alcohol or
drugs while on the Company's premises during regular business hours;
(v) a conviction or plea of guilty or NOLO CONTENDERE to a felony or a
crime involving dishonesty, and (vi) a material breach or violation of
the terms of his Agreement, the Company's general employment policies
or any other agreement to which Xxxxx and the Company are party.
(d) Termination by the Company's Board of Directors without cause and
without notice.
(e) Nothwithstanding anything hereinto the contrary, the Board of
Directors may not terminate Xxxxx during the first twelve (12) months
of this Employment Agreement without cause.
5. Effects of Termination.
Upon termination:
(a) Pursuant to Section 4 (a)(b), the Company shall pay Xxxxx the Base
Salary through the effective date of termination and thereafter at a
rate of 25% of the Base Salary through the conclusion of the then
current term of the Agreement. All other benefits, bonuses and
obligations of the Company to Xxxxx shall terminate upon the effective
date of termination.
(b) Pursuant to Section 4 (c), Xxxxx shall be entitled to no further
payments of the Base Salary or any other amounts or any benefits under
his Agreement and all then accrued but unpaid amounts and benefits
shall be immediately paid, and no further amounts or benefits shall
accrue.
(c) Pursuant to Section 4(d) the Company shall pay Xxxxx within ten (10)
days of termination a $250,000 lump sum payment which is the
equivalent of ten (10) months salary at $25,000/month.
3
(d) Notwithstanding the above or the cause of termination all of Xxxxx'x
option shares shall be fully vested and exercisable in accordance with
the option terms thereof.
Accordingly, as further consideration for the compensation to be paid Xxxxx
pursuant to the Xxxxx covenants and agrees that he will not directly or
indirectly run, advise or otherwise participate in the plastic pallet business
in North America during the term of the Agreement and for a period of one (1)
year after the termination of the Agreement regardless of the cause of such
termination.
6. Severability. The parties agree that each of the provisions included in
this Agreement is separate, distinct, and severable from the other provisions of
these Agreement, and that the invalidity or unenforceability of any Agreement
provision shall not affect the validity or enforceability of any other provision
of these Agreement. Further, if any provision of this Agreement is ruled invalid
or unenforceable by a court of competent jurisdiction because of a conflict
between the provision and any applicable law or public policy, the provision
shall be modified to make the provision consistent with and valid and
enforceable under the law or public policy.
7. Assignment. This Agreement and the rights and obligations of the
hereunder may not be assigned by either party hereto without the prior written
consent of the other party hereto. Notwithstanding the foregoing, this Agreement
shall be binding on and inure to the benefit of the Company's successors.
8. Notices. Except as otherwise specifically provided herein, any notice
required or permitted to be given by, or to, either party pursuant to this
Agreement shall be given in writing, and shall be personally delivered, or
mailed by certified mail, return receipt requested, or provided by electronic
transmission with a copy sent contemporaneously by certified mail, return
receipt requested, at the address set forth below or at such other address as
either party shall designate by written notice to the other given in accordance
with this Section. Any notice complying with their Section shall be effective
immediately upon personal delivery or electronic transmission, and if mailed
only, on the third business day after mailing.
9. Waiver. The waiver by either party hereto of any breach of this
Agreement by the other party hereto shall not be effective unless in writing,
and no such waiver shall operate or be construed as the waiver of the same or
another breach on a subsequent occasion.
10. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oklahoma. The parties agree that
jurisdiction and venue for any matter arising out of or pertaining to this
Agreement shall be proper only in the state courts located in Tulsa County,
Oklahoma, and the federal courts having jurisdiction over the Northern District
of Oklahoma, and the parties hereby consent to such venue and jurisdiction.
11. Beneficiary. All of the terms and provisions of this Agreement shall be
binding upon and inure to the benefit of and be enforceable by the parties
hereto and his respective successors, heirs, executors, administrators and
permitted assigns.
12. Entire Agreement. This Agreement executed contemporaneously herewith
embody the entire agreement of the parties on the subject matter stated in the
Agreement. No
4
amendment or modification of this Agreement shall be valid or binding upon the
Company or Employee unless made in writing and signed by both parties. All prior
understandings and agreements relating to the subject matter of this Agreement
are hereby expressly terminated.
13. Confidentiality. The terms, conditions and existence of this Agreement
shall be confidential.
IN WITNESS WHEREOF, Xxxxx and the Company have executed and delivered this
Agreement as of the date first shown above.
EMPLOYEE:
By: /s/ Xxxxx X. Xxxxx
-------------------------------
Printed Name: Xxxxx X. Xxxxx
---------------------
Title: Chief Executive Officer
----------------------------
THE COMPANY:
GREYSTONE LOGISTICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
-------------------------------
Printed Name: Xxxxxx X. Xxxxxx
---------------------
Title: Vice Chairman
----------------------------
By: /s/ Xxxxxxxx X. Xxxxx
-------------------------------
Printed Name: Xxxxxxxx X. Xxxxx
---------------------
Title: Board Member and Non-Executive Chairman
---------------------------------------
By: /s/ Xxxxxx X. Xxxxxx, Xx.
-------------------------------
Printed Name: Xxxxxx X. Xxxxxx, Xx.
---------------------
Title: Board Member
----------------------------
5
