Exhibit 10(c)
May 29, 2002
PERSONAL AND CONFIDENTIAL
Xx. Xxxxxx X. Xxxxxxxxx
0000 Xxx Xxxx Xxxxx
Xxxxxx, Xxxxxxx 00000-0000
Dear Mr. Xxx:
This Letter Agreement, by and between Xxxxxx X. Xxxxxxxxx ("You" or "Your") and
LESCO, Inc. ("Company"), sets forth the terms and conditions of the Company's
continued employment by You in the position of Consultant.
1. Term
This Agreement is effective as of July 1, 2002 and will continue in effect
for a period of one (1) year through June 30, 2003 and shall automatically
renew for successive one (1) year terms, unless the Company signifies its
intent not to renew, in writing, sixty (60) days prior to the end of the
then current term. You shall have the right to voluntarily terminate this
Agreement at any time.
2. Employment
(a) You shall be employed in the position of Consultant and shall have
the responsibilities and duties related to the Company's business,
which may be directed from time to time by the President and Chief
Executive Officer or the Board of Directors. You shall use your best
efforts to carry out your responsibilities faithfully and
efficiently in a professional manner.
(b) If you fail to perform any of the material terms or conditions of
this Agreement or obligations to be performed by You (except if such
failure is due to Your death or disability), or if You are
terminated For Cause (hereinafter defined), the Company shall have
the right to terminate this Agreement and shall have no obligation
to pay You Compensation, as set forth in Paragraph 3, or benefits
attributable to the period following the date of such termination.
For the purpose of this Agreement, a termination "For Cause" shall mean:
(i) conviction of, or plea of guilty or no contest to, a felony, (ii)
conduct that constitutes fraud, willful gross neglect or willful gross
misconduct; or (iii) engaging in any business which is competitive with
that of the Company or any of its Subsidiaries (excluding any involvement
by You in developing or managing golf courses or ranges or related
enterprises).
3. Compensation
Your compensation shall be at the rate of Sixty Thousand Dollars and
00/100 ($60,000.00) per year payable in twenty-six (26) bi-weekly
installments of Two Thousand Three Hundred Seven Dollars and 70/100
($2,307.70) each ("Compensation").
4. Benefits
During the term of this Agreement, You shall be entitled to participate in
all of the employee benefit plans, programs, agreements and arrangements
provided to employees generally and to senior executives of the Company,
as such are in effect from time to time, consistent with the terms and
conditions thereof and on a basis no less favorable than that provided to
such senior executives.
5. In the Event of Change in Control or Substantial Change to Duties or
Responsibilities
In the event a Change of Control (hereinafter defined) occurs during the
term of this Agreement, or there is a substantial change in Your duties or
responsibilities during the term of this Agreement, You shall have the
right, upon thirty (30) days prior written notice, to terminate this
Agreement in which event You shall receive, through the end of the then
current term:
(a) Compensation at the rate of One Hundred percent (100%) of Your then
current Compensation paid in equal bi-weekly installments and offset
by such other earnings as You obtain by other employment.
(b) Coverage under the Company's health care plan or plans offset by any
coverage under the plan or plans of Your employer; and
(c) Acceleration of Your stock options in accordance with the change of
control provisions thereof.
For the purpose of this Agreement, a "Change in Control" of the Company
shall mean:
A sale or exchange of more than half of the business assets of the Company
or a sale or exchange of more than half of the capital stock of the
Company by merger, consolidation or otherwise; provided, however, that any
such sale or exchange between the Company and any other corporation which
would be considered a member of a controlled group of companies (within
the meaning of Section 1563 of the Internal Revenue Code) in which the
Company is also a member shall not be considered a Change in Control for
the purposes of this Agreement.
6. Indemnification
You shall continue to be covered by officers and directors liability
insurance to the same extent provided to other directors of the Company so
long as You are a director.
7. Continuing Obligations
This Agreement may not, directly or indirectly, be assigned or transferred
or otherwise encumbered by You nor may the performance of Your
responsibilities under this Agreement be subcontracted or otherwise
delegated to any other person or firm without prior written consent of the
Company. This Agreement shall be binding upon and inure to the benefit of
any successor of the Company. In the event a Change of Control occurs by
reason of the sale or exchange of the Company's assets, it will be a
condition to closing that the obligations of the Company hereunder will be
assumed by the Buyer.
8. Entire Agreement, Modification
This Agreement shall constitute the entire understanding between the
parties as to the subject matter hereof and supersede all other prior and
contemporaneous understandings, oral or written, of the parties in
connection herewith. This Agreement may not be modified or amended except
by an agreement in writing executed by both parties hereto, which states
that the same is an amendment to this Agreement.
9. Arbitration
The parties agree to negotiate in good faith to resolve any dispute
relating to this Agreement. In the event the parties fail to resolve a
dispute by good faith negotiations, such dispute will be settled pursuant
to binding arbitration, in accordance with American Arbitration
Association's rules and procedures, in Cleveland, Ohio. The Company shall
pay the full cost of such arbitration, including attorney's fees, unless
it prevails in such dispute.
10. Controlling Law
This Agreement shall be governed by and construed in accordance with the
laws of the State of Ohio, regardless of applicable principles of conflict
of laws.
If this letter accurately reflects our agreement, please so indicate by signing
and dating the original of this letter and returning it to me.
LESCO, Inc.
By: /s/ Xxxxxxx X. XxXxxx
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Xxxxxxx X. XxXxxx
President and Chief Executive Officer
AGREED AND ACCEPTED BY:
/s/ Xxxxxx X. Xxxxxxxxx
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Xxxxxx X. Xxxxxxxxx
6-20-2002
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Date
