Exhibit 10.42
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT dated March 1, 2003 (the "Agreement"), between Command
Security Corporation, a New York Corporation (the "Company"), and Xxxxxx X.
Xxxxx, Xx. (the "Employee") supercedes the prior EMPLOYMENT AGREEMENT dated
March 20, 2000 and amendment dated March 20, 2002. This is a three-year
agreement commencing on April 1, 2003. In consideration of the mutual promises
set forth herein and the Employee's eleven years of service as Vice President of
Aviation Safeguards (eight with Command Security Corporation) the Company and
the Employee have entered into this Agreement regarding the Employee's
employment by Command Security Corporation as the Vice President of Command
Security Corporation's Aviation Safeguards Division (AVSA).
The following describes the specific terms and conditions of employment under
this Agreement:
1. The Employee's role and responsibilities as Vice President of Aviation
Safeguards is set forth in the Position Description, which has been
provided to the Employee and which will be amended as appropriate by the
Board of Directors of the Company, with notification to the Employee.
2. The Employee's position reports directly to the Chairman of the Board or
as determined by the Board of Directors.
3. The Employee will receive a base salary of $2,876.87 per week (or
$150,000.00 on an annualized basis). The Employee's base salary will be
reviewed on April 1, 2004 and April 1, 2005.
4. The Employee is entitled to a performance bonus of twenty percent of the
AVSA pretax income above $672,000, prorated on a monthly basis, to be paid
monthly with monthly adjustments during the first year of this agreement.
The pretax income goal for year two and three of this agreement will be
mutually agreed upon by the Company and the Employee prior to the
respective fiscal year. The Employee's base salary and bonus will not
exceed $300,000 in the first year (FY2004) of this agreement; and will not
exceed the Employee's annual base salary and 100% of base salary in bonus
in year two and three of this agreement. (Pretax income is derived from
the AVSA Profit and Loss Statement and is represented by the line stating
"net earnings (loss) for period". For the purpose of the Employee's
performance bonus, corporate charge is five percent.)
5. The Employee will be granted the exclusive use of the Company furnished
automobile and will be reimbursed for all authorized out-of-pocket
business expenses. All requests for reimbursement shall be accompanied by
proper documentation (i.e. vouchers, invoices, receipts). When the
Employee's company automobile exceeds 100,000 miles, the automobile will
be replaced with a comparable new automobile. The Employee has the option
to purchase the prior automobile from the Company at fair market value.
If, for whatever reason the Employee is terminated, the Employee can
purchase his current company furnished automobile at fair market value.
6. The Employee will be provided with the same level of benefits as will from
time to time be made available, at the discretion of the company's Board
of Directors, to all other employees of comparable positions. At this
point, these programs include a group health insurance plan, a 401k
Retirement Plan, an Annual Paid Leave Plan for vacation and holidays, and
other programs as determined by the Board of Directors. The Employee is
entitled to five weeks of vacation per calendar year.
7. The Company, by and through its Board of Directors, may terminate the
Employee by a majority vote of the Board. The Employee has the right to
personally address the Board prior to their termination vote. If the
Company, its successors or the Employee terminate the employment, for
other than Cause as defined in this Agreement, the Employee will receive a
lump sum severance payment equal to one years base pay (currently
$150,000) and the Company will provide at their cost (Employee's and
Company's contribution), twelve months of family group health insurance.
The lump sum severance payment is to be paid on the Employee's termination
date. In addition, if the Employee's termination is at the discretion of
the Company, and not for Cause, the Employee is also entitled to the
balance of the then current fiscal year bonus. The balance of the fiscal
year bonus for the purpose of this agreement would be the pro-rated
amount. Cause, for purposes of this provision, would consist of illegal
activity by the Employee related to the business activity, failure or
refusal of Employee to perform his duties or responsibilities under this
Agreement, or inability to function as required due to illness or
incapacity for a continuous period of more than three (3) consecutive
months or for shorter periods totaling three months in any one (1) year
during the term of this Agreement. Notwithstanding any contrary provision
contained in this Agreement, in the event of termination of the Employee
for Cause, the Company shall have no further financial obligation to the
Employee.
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8. If there is a change of corporate entity or asset sale and the Employee is
not retained in his existing position or an equivalent, the Employee will
be entitled to a onetime payment of $150,000 during the first year of the
Agreement, $175,000 during the second year of the agreement and $200,000
in the third year of the Agreement and provision of twelve months of group
health insurance from the Company and paid for by the Company in place of
the severance payments outlined in section seven of this Agreement. The
Employee upon receiving payment under this section will be bound by all
other provisions of this Agreement including all provisions of Section 9.
9. The Employee agrees to execute the Company's standard form of Non-Compete
Agreement which, in particular, includes the following provisions:
a. During the course of employment with the Company, the Employee's
services will be exclusive of the Company and during this time and
for a period of one (1) year thereafter the Employee will not engage
in any competitive employment or business with AVSA except as may be
otherwise provided, and for two (2) years Employee will not attempt
to influence or divert any AVSA clients or potential clients away
from the Company to any competitors or parties that compete with the
Company.
b. During the course of employment with the Company and for a period of
two (2) years thereafter the Employee will not, at any time, hire or
otherwise influence Company employees to leave their employment with
the Company.
c. The Employee will have access to and will require and become
acquainted with various Company and AVSA trade secrets, confidential
and proprietary information relating to the Company, AVSA and its
clients. The Employee agrees to keep all such information
confidential and not disclose such information to any third party
without Company authorization.
10. The mutual promises and considerations set forth in this EMPLOYMENT
AGREEMENT expire March 31, 2006. The EMPLOYMENT AGREEMENT is null and void
if the Employee commits an unlawful act as stipulated in Section 84, New
York State General Business Law. The provisions of Section 9 of this
Agreement as independent agreements with acknowledged consideration.
XXXXXX X. XXXXX, XX. COMMAND SECURITY CORPORATION
By: By:
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Xxxxxx X. Xxxxx, Xx. Xxxxxxx X. Xxxxxxx
Chairman of the Board
By:
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Xxxxxxx X. Xxxx
General Counsel
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