Exhibit 10.3
EMPLOYMENT AGREEMENT
(Amended and Restated)
THIS EMPLOYMENT AGREEMENT (this "Agreement"), dated this 26th day of
September, 1997 (the "date hereof"), with an effective date of the 15th day of
April, 1996 (the "effective date"), by and between Laboratory Specialists, Inc.
(the "Company"), a Louisiana corporation, and Xxxxxx X. Xxxxxxxx, Xx., an
individual ("Xxxxxxxx").
WHEREAS, the parties hereto entered into this Employment Agreement on April 23,
1996;
WHEREAS, the parties have determined that it is in the best interest of the
Company that this Agreement be further amended to extend the term of this
Agreement, effective as of the date hereof;
WHEREAS, Xxxxxxxx is currently serving as President and Chief Executive
Officer of the Company;
WHEREAS, the Company is a wholly-owned subsidiary of Laboratory Specialists of
America, Inc., of which Xxxxxxxx is currently serving as Treasurer;
WHEREAS, the Company desires to obtain the services of Xxxxxxxx on a full-time
basis in order to preserve the continuation of the operations of the Company
with its suppliers, customers and others, and Xxxxxxxx desires to render such
services to the Company;
NOW, THEREFORE, for and in consideration of the conditions hereinbelow to be
performed on the part of the respective parties hereto, and in consideration of
the mutuality thereof, the parties hereto agree as follows:
1. Term of Employment. The Company hereby agrees to employ Xxxxxxxx, and
Xxxxxxxx hereby agrees to serve the Company, during the period beginning on
April 15, 1996 and ending on April 15, 2000 (the "Period of Employment"), or on
such earlier date as provided in Sections 4 and 5 hereof; provided, however,
that the Period of Employment shall be extended an additional one year period to
next April 15 immediately following the end of each full year of employment with
the Company that Xxxxxxxx completes pursuant to and accordance with this
Agreement.
2. Duties. Substantially all of the duties and responsibilities of Xxxxxxxx,
subject to such travel as the duties of Xxxxxxxx hereunder may reasonably
require, shall be performed by Xxxxxxxx at and from the corporate offices of the
Company in Belle Xxxxxx, Louisiana.
2.1 During the Period of Employment, Xxxxxxxx shall serve as President
and Chief Executive Officer of the Company and shall devote his full time,
attention, skill, energy and best efforts to the duties assigned to him from
time to time by management and/or the Board of Directors of the Company, and
shall, but without obligation hereunder, serve the Company in such additional
executive officer positions to which he may be elected or appointed by the
Board of Directors of the Company, subject to acceptance by Xxxxxxxx of such
additional executive officer position or positions. Notwithstanding the
foregoing, Xxxxxxxx may engage in any other pursuit or endeavor which does not
conflict with his ability to perform his duties to the business interests of
the Company, provided that such other pursuit or endeavors does not violate the
duty of loyalty and care which Xxxxxxxx has to the Company by reason of this
Agreement or in his capacity as an executive officer of the Company.
2.2 As an employee of the Company, Xxxxxxxx shall be subject to the
overall supervision and instructions of management of the Company and, if
applicable, that are associated with the executive officer position or
positions held by Xxxxxxxx which shall be subject to the overall supervision
and instructions of the Board of Directors to the Company.
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3. Compensation and Other Benefits. During the Employment Period, the
Company shall pay or provide to Xxxxxxxx and Xxxxxxxx shall be entitled to
receive or have maintained for his benefit, the following:
3.1 Commencing on the effective date, the Company shall compensate
Xxxxxxxx for the services to rendered by him hereunder at the rate of one
hundred twenty-five thousand dollars ($125,000) per year, payable in equal
semi-monthly installments on the first and fifteen day of each month,
commencing on May 1, 1996.
3.2 In addition to the compensation payable to Xxxxxxxx pursuant to
Section 3.1 hereof, within 90 days following the end of each fiscal year of
Laboratory Specialists of America, Inc. ending during the Employment Period,
the Company shall pay Xxxxxxxx a bonus equal to the lesser of (i) $50,000 or
(ii) 10 percent of the net income of Laboratory Specialists of America, Inc.
before provision for income taxes determined in accordance with generally
accepted accounting principles as reflected on the audited financial statements
of Laboratory Specialists of America, Inc. for the immediately preceding fiscal
year. The bonus payable pursuant to this Section 3.2 shall be deemed earned by
Xxxxxxxx as of the end of each such fiscal year of Laboratory Specialists of
America, Inc. for all intents and purposes, including for federal income tax
purposes, notwithstanding termination of the employment of Xxxxxxxx on or after
the end of such fiscal year of Laboratory Specialists of America, Inc. To the
extent that stock options are granted by the Board of Directors of Laboratory
Specialists of America, Inc. to its executive officers, Xxxxxxxx shall be
deemed to be a member of the group to which stock options are granted, and his
stock option grants shall be determined in the same manner as are the stock
option grants of other executives in the group.
3.3 Xxxxxxxx is hereby authorized to incur reasonable expenses for the
promotion of the Company's business, including entertainment, travel and
similar expenses, and he shall be reimbursed therefore by the Company upon his
presentation of itemized accounts of such expenditures.
3.4 The Company shall provide to Xxxxxxxx health and disability insurance
benefits comparable to those provided to the executive officers of the Company
either as a group or individually.
3.5 Xxxxxxxx shall be entitled to reasonable periods of vacation with pay
in each year, and reasonable periods of sick leave with pay commensurate with
his position, in accordance with Company policy as established by the Board of
Directors.
3.6 The Company shall provide to Xxxxxxxx and maintain insurance, at the
Company's cost and expense, covering the life of Xxxxxxxx in the face amount of
one million dollars ($1,000,000), the proceeds of which shall be payable to
such beneficiary that Xxxxxxxx shall designate or in the event of failure to
designate a named beneficiary shall be payable to the estate of Xxxxxxxx.
3.7 The Company shall pay to Xxxxxxxx an automobile allowance of five
hundred dollars ($500) per month, payable on the fifteen day of each month
while employed pursuant to this Agreement, and shall provide at the sole cost
and expense of the Company a mobile phone to assist Xxxxxxxx in the performance
of his duties and responsibilities as an employee and, if applicable, executive
officer of the Company.
4. Disability or Death.
4.1 In the event the Board of Directors of the Company determines in good
faith that Xxxxxxxx is unable, because of physical or mental illness or
disability, to render services of the character contemplated hereby and that
such disability reasonably may be expected to be permanent or to continue for a
period of at least six (6) consecutive months (or for shorter periods totaling
more than six (6) months during any period of eighteen (18) consecutive
months), in such event the Board of Directors of the Company may elect to
terminate the employment of Xxxxxxxx hereunder upon written notice by the
Company to Xxxxxxxx effective on the next first or fifteenth day of the month
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following the date of such notice. At any time and upon reasonable request
therefor by the Company, Xxxxxxxx shall submit to medical examination by a
physician designated by the Company in New Orleans, Louisiana, for the purpose
of determining the existence, nature and extent of any such disability. In the
event the Board of Directors elects to terminate the employment of Xxxxxxxx
pursuant to this Section 4.1, Xxxxxxxx shall be entitled to receive any amount
of compensation determined pursuant to Section 3.1 hereof up to the date of the
termination of the employment of Xxxxxxxx payable on the dates established
pursuant to Section 3.1 hereof.
4.2 In the event Xxxxxxxx shall die during the Employment Period, this
Agreement shall terminate effective on the next first or fifteenth day of the
month following the date of death, and the Company shall pay to the spouse of
Xxxxxxxx, or if unmarried at the time of his death, to the estate of Xxxxxxxx,
the compensation payable to Xxxxxxxx pursuant to Section 3.1 hereof for a
period of three (3) months following the effective date of termination of this
Agreement pursuant to this Section 4.2, payable on the dates provided for such
compensation payment thereunder.
4.3 In the event of termination of this Agreement pursuant to Section 4.1
and/or Section 4.2 of this Agreement, Xxxxxxxx (or his spouse or if unmarried
on the date of his death his estate) shall be entitled to receive accrued and
unpaid expense reimbursements, automobile allowance and any unpaid bonus
amounts awarded to Xxxxxxxx prior to such termination and stock option grants
awarded to Xxxxxxxx prior to such termination exercisable in accordance with
the terms of such stock option grants.
5. Termination for Cause. In the event the Board of Directors of the Company
determines in good faith that Xxxxxxxx is guilty of gross negligence or fraud
materially injurious to the Company, the Company may terminate this Agreement,
and all obligations hereunder shall thereupon terminate.
6. Non-Competition. During the Employment Period, or, if longer, the period
of employment of Xxxxxxxx by the Company, Xxxxxxxx will not engage in
competition with the Company, either directly or indirectly, in any manner or
capacity as an employee or executive officer of a competitor company in any
phase of the business carried on by the Company at any time.
7. Confidentiality. During the Employment Period, or, if longer, the period
of employment of Xxxxxxxx by the Company, and for a period of three (3) years
thereafter, Xxxxxxxx will not divulge to anyone, other than the Company or
persons designated by the Company in writing, any confidential material
information directly or indirectly useful in any aspect of the business of the
Company or any of its subsidiaries, as conducted from time to time, as to which
Xxxxxxxx is now, or at any time during employment shall become, informed and
which is not then generally known to the public or recognized as standard
practice.
8. Certain Provisions to Survive Termination; Etc. Notwithstanding any
termination of his employment under this Agreement, Xxxxxxxx, in consideration
of his employment hereunder to the date of such termination, shall remain bound
by the provisions of Section 6 and 7 hereof, and consequently, in addition to
all other remedies that may be available to it, the Company shall be entitled to
injunctive relief for any actual or threatened violation of such Sections.
9. Non-Assignability. Neither party hereto shall have the right to assign
this Agreement or any rights or obligations hereunder without the written
consent of the other party.
10. Arbitration. Any controversy or claim arising out of or relating to this
Agreement, or the breach thereof, shall be settled by arbitration in accordance
with the Rules of the American Arbitration Association and judgment upon the
award rendered by the arbitrator or arbitrators may be entered in any court
having jurisdiction thereof. The arbitration proceedings shall be conducted in
New Orleans, Louisiana, unless otherwise agreed by the parties hereto. The
arbitrator or arbitrators shall be deemed to possess the powers to issue
mandatory orders and restraining orders in connection with such arbitration;
provided, however, that nothing in this Section 10 hereof shall be construed so
as to deny the Company
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the right and power to seek and obtain injunctive relief in a court of equity
for any breach or threatened breach by Xxxxxxxx of any of his covenants
contained in Sections 6 and 7 hereof.
11. Notice. All notices required or permitted to be given hereunder shall be
in writing and shall be deemed to have been given forty-eight (48) hours after
depositing in the United States mail, certified mail, postage prepaid, addressed
to the party to receive such notice at the address set forth hereinbelow or such
other address as either party may give to the other in writing pursuant to
written notice pursuant to this Section:
If to Xxxxxxxx: (PERSONAL AND CONFIDENTIAL)
Xx. Xxxxxx X. Xxxxxxxx, Xx.
000 Xxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx 00000
If to the Company: Laboratory Specialists, Inc.
000 Xxxxxxx Xxxxx
Xxxxx Xxxxxx, Xxxxxxxxx 00000
12. General. The terms and provisions herein contained (i) constitute the
entire Agreement between the Company and Xxxxxxxx with respect to the subject
matter hereof, (ii) may be amended or modified only by a written instrument
executed by the parties hereto, and (iii) shall be construed and enforced in
accordance with the laws in effect in the State of Louisiana without regard to
its conflicts of law provisions. Failure by a party hereto to require
performance of any provision of this Agreement shall not affect, impair or waive
such party's right to require full performance at any time thereafter.
This Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement, as
amended and restated, on the 26th day of September, 1997, with an effective date
of the 15th day of April, 1996.
"Company" LABORATORY SPECIALISTS, INC.
By:_______________________________________________
Xxxxx X. Xxxxxx, Vice President
"Xxxxxxxx" ____________________________________________
Xxxxxx X. Xxxxxxxx, Xx.
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