EXHIBIT 10.203
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the 15th day of August
2002, by and between Meadow Valley Contractors, Inc., a Nevada corporation (the
"Employer" or "Company"), and Xxxxxx Xxxxxxxx (the "Employee"). Meadow Valley
Contractors, Inc. is a wholly owned subsidiary of Meadow Valley Corporation
("Parent").
The Employer hereby employs the Employee on a full-time basis, and the
Employee hereby accepts such full-time employment on the terms and conditions
hereinafter set forth.
1. EMPLOYMENT. Employee is employed as an Area Manager for the
Employer. Employee shall perform all duties as outlined herein and as may be
assigned by the Employer and shall devote full time, attention and loyalty to
the affairs of the Employer. The duties of the Employee shall specifically be:
A) Complete responsibility for the operational and financial
aspects of the Employee's assigned Area, including profit and loss
responsibility.
B) To select, hire and maintain qualified management personnel
and to administer and review annually the performance of each person
within his direct supervision and adjust compensation in accordance
with Company guidelines and subject to the prior approval of the
Parent's Chief Operating Officer.
C) To oversee the selection, preparation and submission of
construction contract estimates and materials sales quotes and
proposals and to determine margins in order to maximize Company
profitability.
D) To oversee the preparation of annual or periodic revisions
of project and materials plant budgets for submission to the Parent's
Chief Operating Officer for approval, to insure that cost controls are
in place and utilized to accurately track production and delivery
costs, to monitor customer and project schedules to insure timely and
accurate delivery of products and to provide decision-making and
problem-solving assistance in all aspects of the Area. To oversee the
negotiation, preparation and execution of all subcontracts, purchase
agreements, credit policies and other agreements within the Area and as
may be required by the Parent's Chief Administrative Officer.
E) To maintain and promote relationships with customers and
owners with whom the Company contracts.
F) To insure that periodic reporting such as monthly
production reports, project Fcosts and ECAC's and other cost and
revenue reports as required by management are prepared and submitted
correctly and on a timely basis.
G) Prepares annual operating budgets and capital expenditure
budgets and periodic forecasts as required.
H) Resolve complaints and/or claims relating to the Area, or
to provide assistance in preparing for and presenting the Company's
position in claims hearings.
I) To provide input and counsel to strategic and business
plans for the entire Company.
J) To assist in any other projects or duties as may be
assigned by the Parent's Chief Operating Officer.
K) To see that all Company policies are enforced and adhered
to.
2. TERM. Subject to the provisions of termination provided in paragraph
11, the initial term of this Agreement shall commence on August 15, 2002 and
terminate on August 15, 2005. This Agreement may be extended by the mutual
written agreement of the Employee and the Employer.
3. COMPENSATION. Employee shall receive a base salary of Ninety-four
thousand dollars ($94,000.00) per year, payable in accordance with the regular
payroll practices of Employer, and subject to applicable deductions of
withholding taxes and other customary employment taxes. The Parent's Chief
Operating Officer shall review Employee's salary at a minimum annually and may
adjust Employee's salary upward to recognize improvement, achievement or
expansion of Employee's responsibilities subject to approval of the Board
Compensation Committee of the Parent.
Employee shall participate in cash incentive plans as currently
existing or as amended or adopted in the future by the Compensation Committee of
Parent's Board of Directors. Cash bonus plans are subject to annual review
and/or change as recommended by the Compensation Committee and approved by the
Board of Directors of the Parent.
4. OPTIONS TO ACQUIRE COMMON STOCK. Employee is eligible to participate
in the Meadow Valley Corporation 1994 Stock Option Plan. Future grants of stock
options shall be subject to the discretion of Meadow Valley Corporation's board
of directors.
5. EMPLOYEE BENEFITS. Employer shall provide to Employee, and to the
Employee's dependents, a comprehensive major medical, health, and dental
insurance program comparable to the programs normally provided by other
employers in the same industry and marketplace, and the Employer shall pay the
cost of the Employee's portion of the premium. Insurance coverage may be subject
to pre-existing condition limitations. Should, at any time, the Employee opt to
maintain a personal major medical and health insurance policy for himself and
for his dependents and not participate in the Employer's group plan, then
Employer shall reimburse Employee the lesser of the amount Employee pays for
said personal policy, as evidenced by adequate documentation, or what Employer
would otherwise be paying were Employee participating in the Employer's group
plan. Should the Employee opt to maintain his own coverage, neither he nor his
dependents shall be precluded from later participating in the Employer's group
plan so long as they otherwise qualify for enrollment.
At Employer's cost and subject to verification of insurability,
Employer will maintain a life insurance policy covering Employee, with at least
$250,000 of death benefits being payable, in a manner that is free of income
tax, to Employee's estate or other beneficiaries designated by Employee.
Employer agrees to provide Employee with an automobile for
business-related use. In addition to the cost of the vehicle itself, Employer
shall pay, directly or by
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reimbursement to Employee, for all maintenance, fuel, repairs, insurance,
operating and other costs incidental thereto.
Employer shall pay for, or reimburse Employee for, dues for his
membership in industry related associations perceived as beneficial to Employer
and as approved by the Chief Executive Officer or the Chief Operating Officer of
the Parent.
So long as it is within the guidelines of the respective plan, Employee
shall be given the opportunity to participate in Employer's 401(k).
6. MOVING EXPENSES AND SUBSISTENCE. In the event the Employee is
required to relocate during the term of this Agreement, Employer shall pay for
all moving costs of reasonable and normal household effects, including up to six
months storage of such household effects, while Employee and his/her spouse
obtain a permanent residence. Employee shall obtain two moving and storage
quotes from reputable movers and Employer shall pay the most competitive rate.
Employer shall provide Employee a subsistence allowance of One Thousand
Dollars ($1,000.00) per month for the lesser of three months from the date of
the new geographical assignment or until such time as the relocation of the
Employee and his/her spouse is complete.
7. HOLIDAYS AND VACATION.
A) Employee shall be paid for the following seven (7)
holidays: New Year's Day, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and the day after Thanksgiving, and Christmas Day and
all other holidays for Employees of the Company as approved by the
Chief Executive Officer or Board of Directors.
B) Employee is entitled to three weeks vacation each year.
Unused vacation in any given year shall accrue to following years up to
a maximum of eight weeks in any one year. All other conditions with
respect to vacations shall be consistent with the Company's vacation
and holiday policy.
8. RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such
reasonable time as is necessary or is deemed reasonably necessary by the
Employer to carry out all required duties and will devote full time to the
Employer during normal business hours. The Employee shall at all times
faithfully, with diligence and to the Employee's best good faith ability,
experience and talents, perform all the duties that may be required pursuant to
the express terms hereof to the reasonable satisfaction of the Employer, in
accordance with customary professional standards.
9. WORKING FACILITIES. The Employee shall be furnished with all
facilities and services suitable to Employee's position and adequate for the
performance of Employee's duties.
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10. EXPENSES. The Employee is authorized to incur reasonable expenses
for promoting business of the Employer, including expenses for entertainment,
travel and similar items. The Employer shall reimburse the Employee for all such
expenses on the presentation by the Employee of itemized and adequately
documented accounts of such expenditures.
11. TERMINATION. This Employment Agreement may be terminated under the
following circumstances:
A) WITHOUT CAUSE. Employer may terminate this Agreement at any
time upon thirty (30) days written notice to Employee, but Employer
shall be obligated to pay to Employee compensation in the amount of one
year's salary within 30 days of termination, unless Employee agrees to
other payment terms.
B) VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE. Employee
may terminate this Agreement at any time upon thirty (30) days written
notice to Employer and Employer shall be obligated, in that event, to
pay Employee compensation up to the date of the termination only. All
accrued but unpaid compensation shall be paid in cash within 30 days of
termination, unless Employee agrees to other payment terms.
C) TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The Employer
may terminate this Agreement for reasonable cause upon thirty (30) days
written notice to the Employee and Employer shall be obligated, in that
event, to pay Employee compensation up to the date of termination only.
For purposes hereof, "cause" shall be defined as meaning (i) such
conduct by the Employee which constitutes material breach of this
Agreement which is not cured within ninety (90) days of written notice
to the Employee of said alleged breach or (ii) a material failure to
competently perform Employee's duties as stated in paragraph 1 in
accordance with applicable professional standards as stated in
paragraphs 1 and 8 hereof provided that Employer has previously given
Employee written notice and a reasonable opportunity to remedy such
failure and such failure has a materially adverse effect on the
business or financial condition of Employer or (iii) material breach of
Employee's fiduciary duty and such breach has a material adverse effect
on the business or financial condition of Employer or (iv) egregiously
improper or illegal conduct of the Employee which, in the Employer's
sole discretion, has a material adverse affect on Employer.
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D) TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE. Employee may
terminate this Agreement for cause. In such event, Employer shall be
obligated to pay Employee compensation in lump sum for the balance of
the term of this Agreement within 30 days of termination or as Employee
shall agree, plus damages suffered and expenses incurred by reason
thereof. For this purpose "cause" shall mean (i) a material breach of
this Agreement by Employer or (ii) failure of Employer to pay any
amount owed Employee hereunder at the time and in the amount due or
(iii) failure of Employer to follow applicable law or (iv) egregiously
improper conduct with respect to dealing with Employee or in a manner
which brings discredit to Employee.
12. CONFIDENTIALITY. Employee agrees not to disclose any confidential,
proprietary competitively sensitive information to persons who are not
employees, directors, lenders, bonding agents, insurance companies or advisors
of the Employer, except as required by law, without prior consent of the
Employer; provided however, any disclosure involving this paragraph shall not
result in a breach of this Agreement unless the disclosure has a materially
adverse effect on the Employer.
13. NOTICES. All notices, demands, and communications given under this
Agreement ("Notice") shall be in writing and delivered personally or sent by
registered or certified mail, return receipt requested, in the United States
mail, postage prepaid, addressed as follows:
If to Employer:
Meadow Valley Contractors, Inc.
X.X. Xxx 00000
Xxxxxxx, XX 00000-0000
If to Employee:
Xxxxxx X. Xxxxxxxx
000 X. Xxxx Xx.
Xxxxx, XX 00000
or at such other address as a party may from time to time designate by Notice
hereunder. Notice shall be effective upon delivery in person, or if mailed, at
midnight on the third business day after the date of mailing.
14. ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder without
the prior written consent to such assignment or transfer by the other party
hereto; and all the provisions of this Agreement shall be binding upon the
respective employees, successors, heirs and assigns of the parties; provided,
however, the benefits payable to Employee hereunder in the event of disability
or death or incapacity are payable to Employee's spouse or personal
representative.
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15. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This
Agreement and the representations, warranties, covenants and other agreements
(however characterized or described) by both parties and contained herein or
made pursuant to the provisions hereof shall survive the execution and delivery
of this Agreement.
16. FURTHER INSTRUMENTS. The parties shall execute and deliver any and
all such other instruments in reasonable mutually acceptable form and substance
and shall take any and all such other actions as may be reasonably necessary to
carry the intent of the Agreement into full force and effect.
17. SEVERABILITY. If any provision of this Agreement shall be held,
declared or pronounced void, voidable, invalid, unenforceable or inoperative for
any reason by any court of competent jurisdiction, governmental authority or
otherwise, such holding, declaration or pronouncement shall not affect adversely
any other provision of this Agreement, which shall otherwise remain in full
force and effect and be enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited to the territory of
jurisdiction in which made.
18. WAIVER. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement shall operate as
a waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.
19. GENERAL PROVISIONS. This Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the state of Arizona. Except as
otherwise expressly stated herein, time is of the essence in performing under
this Agreement. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter of this Agreement as it relates to the parties'
duties and obligations from and after July 22, 2002, and this Agreement may not
be modified or amended or any term or provision hereof waived or discharged
except in writing signed by the party against whom such amendment, modification,
waiver or discharge is sought to be enforced. The headings of this Agreement are
for convenience in reference only and shall not limit or otherwise affect the
meaning thereof. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original but all of which taken together shall
constitute one and the same instrument.
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20. SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During the
term of this Agreement, if the Employer or the Parent is involved in a merger,
consolidation or other business combination in which the Employer or the Parent
is not the surviving and controlling entity and the Employee is required to
relocate outside out of the State in which the Employee resides at the time of
the merger, consolidation or other business combination in a manner not mutually
acceptable to Employee and Employer, then Employee shall have the following
rights:
A) To terminate this Agreement with 30 days prior notice, in which
event Employer shall pay Employee an amount equal to one year's salary at the
Employee's current rate and
B) All options granted shall, to the extent not specifically prohibited
by the stock option plan then in effect, vest immediately and be exercisable
within one year of the termination notice provided in A above.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
Meadow Valley Contractors, Inc.
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxxxxx X. Xxxxxx
_______________________________ By___________________________
Employee President/CEO
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