EXHIBIT 10.39
EMPLOYMENT AGREEMENT
Agreement dated this 7th day of December, 1998, by and between Able Telcom
Holding Corp., with its address at 0000 Xxxxx Xxxxx, Xxxxx 0000, Xxxx Xxxx
Xxxxx, Xxxxxxx, 00000, ("Employer"), and Xxxxxx Xxxxxx 000 Xxxxxx Xxxx Xxx Xxxx,
XX 00000 ("Employee").
WITNESSETH:
WHEREAS, Employer is engaged in the telephone and telecommunication installation
and service, business and the manufacture, sale and installation of highway
signs and traffic control products; and
WHEREAS, Employer desires to continue to employ as Vice President of Special
Projects;
WHEREAS, Employer desires to avail itself of the services of the Employee in
order that his knowledge and ability may be utilized in the conduct and
development of the business and affairs of Employer; and
WHEREAS, Employee has evidenced his willingness to enter into an employment
agreement with respect to his employment by Employer, pursuant to the terms and
conditions hereinafter set forth.
NOW THEREFORE, is consideration of the foregoing and mutual promises and
covenants herein contained, it is agreed as follows:
1. EMPLOYMENT: DUTIES
Employer hereby employs Employee as VP of Special Projects, subject at all times
to the direction of the Board of Directors and CEO of Employer.
2. FULL TIME EMPLOYMENT
Employee hereby accepts employment by Employer upon the terms and conditions
contained herein and agrees that during the term of this Agreement, Employee
shall devote all of his business time, attention and energies to the business of
Employer.
3. TERM
Employee's employment hereunder shall be for a term of 6 months to commence on
the date hereof. This Agreement may be extended for additional one (1) year term
after the initial term. The Employer must give a minimum of thirty (30) days
prior written notice to the Employee that they elect to have the Agreement
extended effective at the end of any term.
4. TERM1NATION FOR CAUSE
Notwithstanding any other provision of this Agreement, Employee may be
terminated on thirty (30) days notice without further benefits or
compensation for any of the following reasons: a) misuse, misappropriation or
embezzlement of any Employer property or funds; b) conviction of a felony, c)
breach of any material provision of this Agreement, d) breach of
responsibility to act in best interest of Company or at the direction of the
Board.
5. TERMINATION WITHOUT CAUSE
Termination without cause can only be effected by a majority vote of the Board
of Directors approving such termination. In the event of the termination without
cause, the Employee will be paid one-year's severance pay or the remaining
balance of the contract plus regular company fringe benefits for a period of six
months from the date of severance. Severance will be paid on the date of
termination.
6. COMPENSATION
As full compensation for the performance of his duties on behalf of Employer,
Employee shall be compensated as follows:
i) BASE SALARY. Employer during the term hereof shall pay Employee a base salary
at the rate of one hundred eighty thousand dollars ($180,000) per annum (with an
expected total to be paid over the original contract term of $90,000) payable no
less frequently than in monthly installments.
ii) REIMBURSEMENT OF EXPENSES. Employer shall reimburse Employee for the
expenses incurred by Employee in connection with his duties hereunder, including
travel and entertainment, such reimbursement to be made in accordance with
regular Employer policy and upon presentation by Employee of the details of, and
vouchers for such expenses.
iii) SALARY ADJUSTMENTS. Prior to the expiration of each contract term, the
Board of Directors may review Employee's salary and benefits and if appropriate
in its sole and absolute discretion may increase such salary and benefits for
the next succeeding year.
iv) AUTOMOBILE ALLOWANCE. Employer shall provide Employee with an automobile
allowance of five hundred dollars ($500) per month or in lieu thereof, a company
automobile.
7) FRINGE BENEFITS
During the term of this Agreement, Employer shall provide at its sole expense to
the Employee hospitalization, major medical, life insurance and other fringe
benefits on the same terms and conditions as it shall afford other management
employees. Employer shall also pay all fringe benefits plus $75,000 per year for
the number of years equal to his years of employment (years as of the date
hereof) with the minimum years being ten (10). This $75,000 per year will start
at the Employee's termination date.
8) UPON TERMINATION OF EMPLOYMENT
Subsequent to the termination of the employment of Employee, Employee will not
interfere with or disrupt or attempt to disrupt Employer's business
relationships with its customers or suppliers. Further, Employee will not
solicit any of the employees of Employer to leave the Employer for a period of
three (3) years following such termination. In addition, Employee agrees that
all information received from principals and agents of Employer will be held in
total confidence for a period of three (3) years following termination of
employment, to the extent such information is proprietary and not generally
available to the public or sources outside the company.
9) INCAPACITY
In the event that Employee shall become incapacitated or unable to perform the
duties of his employment hereunder for the balance of the current term
(hereinafter referred to as the "Disability Period"), the Employee nevertheless
shall be entitled to full salary and other payments not including bonus,
provided for hereunder during the Disability Period; provided, however, that any
amount paid to the Employee under any Employer provided disability insurance
will be subtracted from payments to be made to the Employee by the Employer or
insurance company. In the event that Employee is incapacitated for a period
which exceeds the Disability Period, Employee shall not be entitled to receive
the compensation and other payments provided for hereunder for any time after
the end of the Disability Period excepting the employee will be entitled to
receive the benefits called for in paragraph 7 hereof. In no event shall the
disability payment period exceed the period of this Agreement. Employee shall be
considered to be incapacitated when he is unable to perform the normal duties
required of him hereunder. Incapacity shall be determined by two (2) medical
doctors assigned by Employer.
10) NOTICES
All notices hereunder shall be in writing and shall be sent to the parties at
the respective addresses above set forth. All notices shall be delivered in
person or given by registered or certified mail, postage prepaid, and shall be
deemed to have been given when delivered in person or deposited in the United
States mail. Either party may designate any other address to which notice shall
be given, by giving notice to the other of such change of address in the manner
herein provided. Employer, or its management, directors, representatives,
employees or affiliates will not make any public announcements or any other
information related to Employee, directly or indirectly, without the express
written consent of Employee, except as required by law or regulation
11. SEVERABILITY OF PROVISIONS
If any provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, the remaining conditions and provisions or portions thereof shall
nevertheless remain in full force and effect and enforceable to the extent they
are valid, legal and enforceable, and no provision shall be deemed dependent
upon any other covenant or provision unless so expressed herein.
12. ENTIRE AGREEMENT: MODIFICATION
All prior agreements with respect to the subject matter hereof between the
parties are hereby canceled. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof, and the parties hereto have made
no agreements, representations or warranties relating to the subject matter of
this Agreement which are not set forth herein. No modification of this Agreement
shall be valid unless made in writing and signed by the parties hereto.
13. BINDING EFFECT
The rights, benefits, duties and obligations under this Agreement shall inure
to, and be binding upon, the Employer, its successors and assigns, and upon the
Employee and his legal representatives, heirs and legatees. This Agreement
constitutes a personal service agreement, and the performance of the Employee's
obligations hereunder may not be transferred or assigned by the Employee.
14. NON-WAIVER
The failure of either party to insist upon the strict performance of any of the
terms, conditions and provisions of this Agreement shall not be construed as a
waiver or relinquishment of this Agreement and shall not be construed as a
waiver or relinquishment of future compliance therewith, and said terms,
conditions and provisions shall remain in full force and effect. No waiver of
any term or condition of this Agreement on the part of either party shall be
effective for any purpose whatsoever unless such waiver is in writing and signed
by such party.
15. GOVERNING LAW
This Agreement shall be construed and governed by the laws of the State of
Florida.
16. ARBITRATION
Any controversy or claim arising under, out of, or in connection with this
Agreement or any breach or claimed breach hereof, shall be settled by
arbitration before the American Arbitration Association, in Palm Beach County,
Florida, before a panel of three arbitrators, in accordance with its rules, and
judgment upon any award rendered may be entered in any court having jurisdiction
thereof.
17. HEADINGS
The headings of the paragraphs herein are inserted for convenience and shall not
affect any interpretation of this Agreement.
IN WITNESS WHEREOF the parties have executed this Agreement on 9th day of
December, 1998.
Witness: Employer: ABLE TELCOM HOLDING CORP.
By: /s/ XXXXXXXXX XXXXXXX By: /s/ XXXXX X. XXX
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Xxxxx X. Xxx
By: /s/ C. XXXXX XXXXXX CEO
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Witness: Employee:
By: /s/ XXXXXXXXX XXXXXXX By: /s/ XXXXXX X. XXXXXX
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Xxxxxx X. Xxxxxx
By: /s/ C. XXXXX XXXXXX
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[SEAL]
/s/ XXXXXXXXX XXXXXXX
Approval from the Board of Directors of Able Telcom Holding Corp.
SUBJECT: Employment Agreement for Xxxxxx X. Xxxxxx
DATE: December 9, 1998
Signatures:
/s/ C. XXXXX XXXXXX
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Xxxx Xxxxx Xxxxxx, Chairman
[ABSTAINED]
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Xxxxxx X. Xxxxxx, Director
/s/ XXXXXXX X. XXXXXX
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Xxxxxxx X. Xxxxxx, Director
/s/ XXX XXXXXXXX
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Xxx Xxxxxxxx, Director
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Xxxxxxxx Xxxxx, Director
