EMPLOYMENT AGREEMENT BETWEEN WARWICK VALLEY TELEPHONE COMPANY AND THOMAS H. GRAY
Exhibit 10.1
Warwick Valley Telephone Company (WVTC), a New York corporation
with its principal place of business at 00 Xxxx Xxxxxx, Xxxxxxx,
Xxx Xxxx (Company), and Xxxxxx X. Xxxx (“Xxxx”) ,
residing at 0000 Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx, XXX,
agree to enter into this Employment Agreement dated as of
January 15, 2007 as follows:.
1. Employment of Xxxxxx X. Xxxx as Interim
President & Chief Executive Officer
(“CEO”): WVTC agrees to employ Xxxx in the role of
interim CEO, and Xxxx agrees to be employed by the Company, upon
the terms and subject to the conditions set forth in this
Agreement, Xxxx’x employment under this Agreement shall
begin as of January 15, 2007 and shall continue until
terminated in accordance with Section 4 below. The parties
expect termination to occur three to six months from the
effective date of this Agreement. Xxxx understands that he will
have to complete an
I-9 Form,
and provide appropriate documentation, in the time frame as
required by law.
2. Xxxx’x Duties and Responsibilities as Interim
CEO: Xxxx will report directly to the Board of Directors,
and will be responsible for devising strategy and providing
day-to-day
direction and management of WVTC until a permanent CEO is hired
or the Board decides, in its discretion, that such employment
shall be terminated for any reason. Xxxx will perform the
customary duties of a CEO, such as oversight for the entire
Company, hiring and utilizing consultants where appropriate,
realigning non-union staff where appropriate, developing
business strategies, reviewing Xxxxxxxx-Xxxxx compliance
efforts, and other duties as may be assigned to CEO by the
Board. Xxxx shall provide weekly updates to the Board regarding
his activities as CEO. Xxxx will obtain Board approval prior to
hiring or firing senior management (defined as staff directors
or department heads), approving capital expenditures that exceed
the approved capital budget, and committing the Company to
long-term business commitments or engagements of material
proportions. The Board may, at any time, establish budgeting
parameters and other guidelines for the CEO to follow in
carrying out his responsibilities. Xxxx understands that WVTC
has collective bargaining agreements covering its plant and
clerical employees and will not attempt to or make any
unilateral changes to those agreements. Unless the Board directs
otherwise, Xxxx will use his best judgment when to seek Board
approval before making any decision of significance affecting
WVTC. Xxxx will also abide by Company policies applicable to all
WVTC employees.
3. Xxxx’x Goals as Interim CEO: Xxxx and the
Board will agree upon goals and objectives that will become part
of this agreement as Amendment #1.
4. Xxxx’x Compensation and Expenses as Interim
CEO
a. Weekly Salary: WVTC will pay Xxxx on a weekly basis
$8,333.83 per week, less appropriate deductions, which is
equivalent to a monthly amount of $35,000 less appropriate
deductions. Payments will be made on regular WVTC weekly paydays.
b. Expenses: WVTC will reimburse Xxxx for reasonable travel
and other incidental expenses related to the services performed
hereunder, including but not limited to weekly airfare to
Chicago, use of a Company car for business purposes, lodging,
and meals, provided that such expenses are invoiced with
documentation no later than two months after Xxxx’x
separation of employment. No reimbursement shall be provided for
the costs of equipment and supplies with which Xxxx may
personally utilize such as cell-phone, laptop computer,
software, however, WVTC will reimburse Xxxx for any business
calls on his cell-phone at the billed amount.
c. Benefits: Xxxx understands and agrees that he will not
be eligible for employee benefits, fringe benefits or other
perquisites made available to WVTC employees, including
vacations, long term disability, sick time, life insurance and
401(k) except as specifically set forth in this Agreement. Xxxx
will execute any forms determined by WVTC to be necessary or
appropriate to confirm his No Benefit Status, including but not
limited to a declination of health insurance coverage form.
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5. Term and Termination
The Agreement shall be in effect on the first day Xxxx begins
employment with WVTC and may be terminated at any time by either
party, effective on the 30th day after delivery of written
notice to the other party.
6. Information
WVTC will provide Xxxx with access to financial data, other
confidential information, access to the WVTC’s sites and
management that Xxxx may reasonably require in connection with
his employment as CEO. Xxxx agrees to use such information and
access for the purposes agreed upon, and to treat as
confidential all information which WVTC so identifies.
7. Confidentiality:
x. Xxxx shall sign and abide by WVTC’s confidentiality
requirements as a condition of employment and continued
employment.
b. Unless Xxxx shall first secure written consent of the
owner of the Confidential Information (as defined herein), Xxxx
shall not use or disclose to any other person, corporation, firm
or entity at any time either during or after the termination of
this Agreement any Confidential Information of which Xxxx
becomes aware, whether or not such information is developed by
Xxxx. Xxxx shall take all appropriate steps to safeguard
Confidential Information and protect such information against
disclosure, misuse, espionage, loss and theft. Xxxx acknowledges
that his failure to comply with this paragraph may irreparably
harm the business of WVTC or one of its affiliates, investors or
partners.
c. As used herein, “Confidential Information”
shall mean information which is made available to or prepared by
Xxxx in connection with the services which Xxxx is required to
perform hereunder relating to or revealing WVTC’s business,
operations, organization, financial condition, plans, designs,
analyses, financial data, including projections and reports,
strategies, international plans, and all similar and related
information in whatever form. Confidential Information shall not
include any information which is publicly available when
provided or becomes publicly available otherwise than by
Xxxx’x breach of his undertakings herein. Information shall
be deemed publicly available if it becomes a matter of public
knowledge or is contained in materials available to the public
or is lawfully obtained by Xxxx from any source other than WVTC
or one of their clients or one of their affiliates or their
officers, employees or outside advisors, provided that such
source has not, to Xxxx’x actual knowledge, breached any
obligation of confidentiality to WVTC with respect to such
information. Information shall not be deemed to have been
published merely because individual portions of the information
have been published in combination.
d. Upon termination of this employment, Xxxx shall either
promptly deliver to WVTC all written or electronic records, work
papers, manuals, notebooks, reports and other documentation and
materials which contain Confidential Information, no matter
where such material is located and no matter what form such
material may be in, and any duplicates or copies thereof, or
certify to the Board that the “Confidential
Information” has been destroyed, at the discretion of the
Board.
e. As used herein, “affiliate” shall mean any
entity that, directly or indirectly, through one or more
intermediaries, controls or is controlled by or is under common
control with WVTC.
8. Indemnification
WVTC agrees to provide to Xxxx for his execution WVTC’s
standard Director’s and Officers Indemnification Agreement,
providing for indemnification consistent with New York
Corporation Law and WVTC’s by-laws.
9. Miscellaneous
a. Entire Agreement: This is the entire agreement between
the parties. It replaces and supersedes any and all oral
agreements between the parties, as well as any prior writings.
b. Successors and Assignees: this agreement binds and
benefits the successors and assignees of the parties.
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c. Notices: All notices must be in writing and delivered to
an address designated by the receiving party. Delivery may be in
person, by mail, by fax, or by email if the sending address is
clearly and legitimately associated with the sending party.
d. Governing Law: this agreement will be governed and
construed in accordance with the laws of the State of New York,
USA.
e. Counterparts: The parties may sign several identical
counterparts of this agreement. Any fully signed counterpart
will be treated as an original.
f. Modification: This agreement may be modified only in
writing signed by the party against whom such modification is
sought to be enforced.
g. Waiver: If one party waives any term or provision of
this agreement at any time, that waiver will only be effective
for the specific instance and the specific purpose for which the
waiver was given. If either party fails to exercise or delays
exercising any of its rights or remedies under this agreement,
that party retains the right to enforce that term or provision
at a later time.
h. Severability: If any court determines that any provision
of this agreement is invalid or unenforceable, any invalidity or
unenforceability will affect only that provision and will not
make any other provision of this agreement invalid or
unenforceable, and such provision shall be modified, amended, or
limited only to the extent necessary to render it valid and
enforceable.
i. Arbitration. Any controversy between the parties with
respect to this Agreement, except for any alleged breach of
paragraph 7 of this Agreement shall be settled by
arbitration to be held in New York according to the rules of the
American Arbitration Association (“AAA”) applying the
applicable substantive law. The arbitration shall be conducted
by a single arbitrator selected by mutual agreement of the
parties and decision of the arbitrator shall be final and
binding upon the parties, both as to law and to fact,
enforceable at law or equity, as the case may require. If no
agreement is reached by the parties as to the selection of an
arbitrator from AAA’s panel within thirty (30) days of
after either party’s request for arbitration, the AAA shall
select the arbitrator. Each party shall bear its respective
expenses of any such arbitration. The costs of such arbitration
shall be equally shared between the parties. Charges for
stenographic fees and expenses shall be borne by the party
ordering such services. Nothing herein set forth shall prevent
the parties from settling any dispute by mutual agreement at any
time.
WVTC
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By:
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/s/ Xxxxxxx
Xxxxxxx, Xx. |
Dated: |
1/15/07 |
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Printed Name:
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Xxxxxxx Xxxxxxx, Xx. |
Title: |
President & CEO |
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Address:
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By:
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/s/ Xxxxxx
X. Xxxx |
Dated: |
1/15/07 |
Printed Name: Xxxxxx X. Xxxx
Address: 0000 Xxxxxxxxx Xxxx, Xxxxx, Xxxxxxxx 00000
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