EXHIBIT 10g
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (hereinafter called the "Agreement") is
entered into as of August 11, 1997, by and between COLONIAL TRUST COMPANY, an
Arizona corporation (hereinafter called the "Company"), with its principal
office located at 0000 X. 00xx Xxxxxx, Xxxxxxx, Xxxxxxx 00000, and Xxxxx X.
Xxxxxxx, residing at 00000 Xxxxxxxxxx Xxxx, Xxxxx, Xxxxxxx 00000 (hereinafter
referred to as "Xxxxxxx").
Xxxxxxx is presently employed by the Company as Senior Vice President
and Secretary. The Company and Xxxxxxx desire to formalize their relationship.
NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties do hereby agree as follows:
1. EMPLOYMENT. The Company hereby continues to employ Xxxxxxx and
Xxxxxxx hereby accepts continued employment by the Company as Senior Vice
President and Secretary to perform such duties and services of a senior
executive nature as may from time to time be assigned or delegated to him by the
Board of Directors and President of the Company.
Throughout the term of this Agreement, Xxxxxxx will devote his entire
working time, energy, skill and best efforts to the performance of his duties
hereunder in a manner which will faithfully and diligently further the business
interests of the Company. Notwithstanding the foregoing, Xxxxxxx shall be
permitted to serve as a director of additional organizations and participate in
other activities for other groups upon the prior approval by the Company, which
approval shall not unreasonable be withheld.
2. TERM. This Agreement shall be fora term of three (3) years,
commencing on August 11,1997, and ending on August 10, 2000, unless sooner
terminated as hereinafter provided. Unless either party elects to terminate this
Agreement at the end of the original or any renewal term by giving the other
party notice of such election at least sixty (60) days before the expiration of
the then current term, this Agreement shall be deemed to have been renewed for
an additional term of one (1) year commencing on the day after the expiration of
the then current term.
3. COMPENSATION AND BENEFITS.
(a) SALARY, For the services rendered by Xxxxxxx to Company, Xxxxxxx
shall receive a base salary at the rate of $72,000 per year, payable in
accordance with the standard payroll practices of the Company. Additionally,
Xxxxxxx shall receive an annual performance and salary review from the President
of the Company.
(b) BONUS. Xxxxxxx shall be entitled to receive an annual bonus each
fiscal year in which the Company generates net income (after the payment of
income taxes), calculated according to the following formula: for before-tax net
income of less than $100,000, a bonus amount equal to five percent of the total
after-tax net income; for before-tax net income from $100,000 to $200,000, a
bonus amount equal to six percent of the total after-tax net income; for
before-tax net income from $200,000 to $300,000, a bonus amount equal to seven
percent of the total after-tax net income; for before-tax net income over
$300,000, a bonus amount equal to seven and one-half percent of the total
after-tax net income. Such bonus, if any, shall be paid within ninety (90) days
from the end of the Company's fiscal year. The Company and Xxxxxxx shall use
their best efforts to cause such bonus to be treated as an expense of the
Company during the fiscal year in which such bonus is earned, not the year in
which bonus is paid.
(c.) STOCK OPTIONS. In addition to the monetary compensation set forth
above, Xxxxxxx will have the opportunity to acquire up to 150,000 shares of
Common Stock of the Company pursuant to the Company's Employee Stock Option
Plan. Options shall vest in three increments of 50,000 shares on August 11,
1998, 1999 and 2000, respectively; the exercise price for all such options shall
be $25 per share.
(d) MEDICAL INSURANCE. The Company will provide coverage for Xxxxxxx
and his dependents under the Company's health insurance policy.
(e) LIFE INSURANCE. The Company will procure and maintain in effect a
$500,000 term life insurance policy insuring Xxxxxxx'x life; provided, however,
if Xxxxxxx is not insurable at regular rates, the Company will purchase a term
life policy only in such amount as it may purchase by paying a premium equal to
the amount it would have paid for a $500,000 policy had Xxxxxxx been insurable
at regular rates, In the event of Xxxxxxx'x death, one-half of the face amount
of the policy shall be payable to the Company and the other half of the face
amount of the policy shall be payable to beneficiaries designated by Xxxxxxx.
(f) DISABILITY INSURANCE. DISABILITY PAYMENTS BY COMPANY. The Company
agrees that Xxxxxxx will be provided the same level of disability coverage as
the Company provides for its other senior executives.
4. TERMINATION FOR CAUSE. The Company may terminate this Agreement upon
the occurrence of any of the following:
(a) The death of Xxxxxxx; or
(b) Subject to Section 3(f) above, Xxxxxxx'x inability to perform his
duties under this Agreement for a period of more than ninety (90) consecutive
days due to total or partial disability; or
(c) If Xxxxxxx fails to perform his duties to the Company hereunder to
the satisfaction of the Company's Board of Directors; commits such acts of
dishonesty, theft or fraud as would prevent the effective performance of his
duties hereunder; breaches the terms of Section 6 of this Agreement; or is
convicted of a crime which would prevent the effective performance of his duties
hereunder.
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Any termination of Xxxxxxx'x employment will be effective upon Xxxxxxx'x receipt
of written notice of such termination, and such termination shall be without
prejudice to any other remedy to which the Company may be entitled either at
law, in equity or under this Agreement.
6. CONFIDENTIAL INFORMATION. NON-SOLICITATION.
(a) CONFIDENTIAL INFORMATION, NON-SOLICITATION, All information
furnished to Xxxxxxx by the Company, learned by Xxxxxxx from the Company or
developed by Xxxxxxx on behalf of the Company or at the Company's direction or
for the Company's use or otherwise in connection with Xxxxxxx'x employment
hereunder, are and shall remain the sole and confidential property of the
Company; provided, however, the foregoing shall not apply to any such
information in the public domain other than by reason of a breach of this
Paragraph 5. If the Company requests the return of information or any such
materials at any time during or at the termination of Xxxxxxx'x employment,
Xxxxxxx shall immediately deliver the same to the Company. During the term of
this Agreement and at all times thereafter, Xxxxxxx shall not use for his
personal benefit, or disclose, communicate or divulge to, or use for the direct
or indixcct benefit of any person, firm association or company other than the
Company, any material referred to in this Paragraph 5 or any confidential
information regarding the business methods, business policies, procedures,
techniques, trade secrets or other knowledge or processes of or developed by the
Company or any names and addresses of customers or clients or any other
confidential information relating to past, present or prospective business
operations or activities of the Company, made known to Xxxxxxx or learned or
acquired by Xxxxxxx while in the employ of the Company.
(b) NON-SOLICITATION. During the term of this Agreement and for a
period of one (1) year after the termination of his employment with the Company
for any reason whatsoever, Xxxxxxx shall not, directly or indirectly, solicit,
induce, encourage or attempt to influence any client, customer, employee,
consultant, independent contractor, salesman or supplier of the Company
(including without limitation any broker/dealer with whom the Company does or
has done business) to cease to do business with or to terminate his employment
with the Company and shall not utilize for any such purpose any names and
addresses of customers or clients of the Company or any data on or relating to
past, present or prospective (at the time of termination of Gloviers'
employment) customers or clients of the Company.
7. ARBITRATION OF DISPUTES. 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. Judgement
upon the award rendered by the arbitrator may be interred in any court having
jurisdiction thereof.
8. MODIFICATION OF CONTRACT. No waiver or modification of this
Agreement shall be valid unless it is in writing and duly executed by both
parties.
9. SEVERABILITY. All agreements and covenants contained herein are
severable, and in the event any of them shall be held to be invalid by any court
of competent jurisdiction, this Agreement shall be interpreted as if such
invalid agreements and covenants were not contained herein.
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10. GOVERNING LAW, VENUE FOR ARBITRATION. This Agreement takes effect
upon its acceptance and execution by the Company in Phoenix, Arizona, and shall
be interpreted and construed under the laws of the State of Arizona, which laws
shall prevail in the event of any conflict of law. This Agreement and the
obligations hereunder are made and performable in Maricopa County, Arizona,
which shall be the exclusive venue for any arbitration hereunder.
11. NOTICE. Any notice to be given hereunder by either party to the
other shall be in writing and may be transmitted by personal delivery or by
mail, registered or certified, postage prepaid with return receipt requested to
their respective addresses hereinabove provided, or to the Company or Xxxxxxx at
it's or his last known address.
12. ENTIRE AGREEMENT. This Agreement contains the complete agreement
between the Company and Xxxxxxx concerning the employment arrangement between
the Company and Xxxxxxx. The parties acknowledge that any statements or
representations that may have been made previously by either one of them to the
other (other than those contained in this Agreement) are of no effect and that
neither of them has relied on such considerations in executing this Agreement.
IN WITNESS WHEREOF, the parties have executed or caused this Agreement
to be executed as of the day, month and year first above written.
COLONIAL TRUST COMPANY
BY /s/ Xxxx X. Xxxxxxx
---------------------------------
Xxxx X. Xxxxxxx
President and Chief Executive Officer
COMPANY
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
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