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Exhibit 10.3
EMPLOYMENT AGREEMENT
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NOVEMBER 2, 2000
PAGE 1 OF 13
EMPLOYMENT AGREEMENT
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THIS EMPLOYMENT AGREEMENT (this "Agreement") is made in Medina, Ohio
and is entered effective as of November 2, 2000, by and between Corrpro
Companies, Inc., an Ohio corporation (the "ACompany"), and Xxxxxx X. Xxx
("AExecutive").
WITNESSETH:
In consideration of the recitals, the mutual covenants and agreements
contained in this Agreement, and other good and valuable consideration, the
parties agree as follows:
SECTION 1 - TERM AND DUTIES.
(a) TERM. The Company shall employ Executive, subject to the
provisions of this Agreement, effective November 2, 2000 and
ending on March 31, 2004. This Agreement at all times may
otherwise be terminated in accordance with the provisions of
this Agreement.
(b) SUBSEQUENT TERM. This Agreement shall be automatically renewed
for successive one-year periods unless prior to the December
31 immediately preceding the expiration of this Agreement or
renewal thereof, the Company or Executive notifies the other
in writing that such party does not wish to renew this
Agreement.
(c) DUTIES. During Executive's employment pursuant to this
Agreement, Executive shall serve as Chairman of the Board,
Chief Executive Officer and President of the Company. The
Company shall nominate Executive to serve as a director on the
Board of Directors of the Company and shall use its best
efforts to facilitate Executive's election. Executive shall
have the right to serve on the board of directors of any newly
formed holding company and subsidiary of the Company. In these
capacities, Executive will retain the right to approve, select
and/or hire employees of the Company plus have the authority
to determine and implement programs and establish direction
for the Company and shall serve at the direction of the Board
of Directors of the Company.Chief Executive Officer), and
shall be subject to the policies and procedures adopted by the
Company from time to time. Executive agrees to serve as an
officer or director of such of the Company's subsidiaries or
affiliates as the Company may reasonably request.
(d) CHANGES IN STATUS. The Company agrees that it will not,
without Executive's consent, (i) assign to Executive duties
materially inconsistent with or which materially diminish
Executive's current positions, authority, duties,
responsibilities and status with the Company, or (ii)
materially change Executive's title as currently in effect, or
(iii) transfer
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EMPLOYMENT AGREEMENT
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NOVEMBER 2, 2000
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Executive's job location to a site more than fifty (50) miles
away from his place of employment as of the date hereof, or
(iv) remove Executive from, or fail to re-elect Executive to,
any of such positions, except in connection with the
termination of Executive's employment as provided for in this
Agreement. Except as so limited, the powers and duties of
Executive are to be more specifically determined and set by
the Company from time to time.
SECTION 2 - COMPENSATION AND BENEFITS.
(a) BASE SALARY. During Executive's employment pursuant to this
Agreement, Executive shall receive an annual base salary of
two hundred eighty five thousand U.S. Dollars (U.S.$285,000)
as compensation for Executive's services to the Company (the
"Base Compensation"), such compensation to be payable in
regular installments in accordance with Company policy for
salaried employees.
(b) SALARY ADJUSTMENTS. Effective as of the first day of each
fiscal year of the Company during Executive's employment
pursuant to this Agreement, the Base Compensation shall be set
by the Board of Directors (or its designated committee). In
the event the Base Compensation is adjusted, such adjusted
Base Compensation shall be payable to Executive under this
Agreement for that fiscal year; provided that no downward
adjustment shall be made without Executive's consent.
(c) VACATION. Executive shall be entitled to four weeks of paid
vacation each year of this Agreement to be taken in accordance
with Company policy then in effect.
(d) ANNUAL BONUS PLAN. Executive shall be a participant in the
Company's annual bonus plan, subject to the attainment of
performance objectives and other provisions of such plan as in
effect each year of this Agreement.
(e) BENEFIT PLANS. During Executive's employment pursuant to this
Agreement, subject to eligibility and applicable employee
contributions, and except as otherwise expressly provided in
this Agreement, Executive shall be entitled to participate on
substantially the same terms as other Senior Level Executives
in all employee benefit and executive benefit plans, pension
plans, medical benefit plans, group life insurance plans,
hospitalization plans, other employee welfare plans, or fringe
benefit plans (such as sick pay or car allowance) that the
Company may adopt from time to time during Executive's
employment pursuant to this Agreement, and as such plans may
be modified, amended, terminated, or replaced from time to
time. In addition, Executive shall receive such other
compensation as the Board of Directors of the Company (or a
committee thereof designated by the Board) may from time to
time determine to pay Executive whether in the form of
bonuses, stock options, incentive compensation or otherwise.
(f) EXPENSE REIMBURSEMENTS. The Company shall reimburse, in
accordance with Company
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EMPLOYMENT AGREEMENT
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NOVEMBER 2, 2000
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policy, Executive's ordinary and reasonable business expenses,
including professional dues, expenses, and continuing
education expenses for maintaining certifications, incurred in
furtherance of Executive's performance of Executive's duties
under this Agreement.
(g) RETIREMENT INCOME. Executive has become vested in the
retirement income provided for in Executive's previous
employment contract with the Company. Such retirement income
is payable as set forth and subject to the provisions of this
Agreement. The Company shall provide Executive with retirement
income, with a lifetime survivor benefit to Executive's
spouse, in an amount equal to fifty percent (50%) of
Executive's Base Compensation in effect on the date of
Executive's retirement, payable on a monthly basis as set
forth below:
(i) RETIREMENT BEFORE AGE 63-1/2. In the event of
Executive's retirement prior to reaching the age of
63-1/2, monthly lifetime retirement payments will
commence on the first day of the month following
Executive's reaching the age of 63-1/2.
(ii) RETIREMENT ON OR AFTER AGE 63-1/2. In the event of
Executive's retirement on or after reaching the age
of 63-1/2, monthly lifetime retirement payments will
commence on the first day of the month following
Executive's retirement.
(iii) DEATH. In the event of Executive's death, whether
prior to or subsequent to Executive's retirement,
monthly lifetime survivor retirement payments to his
spouse will commence on the first day of the month
following Executive's death and will cease upon the
death of Executive's spouse.
(iv) DISABILITY. In the event that Executive's employment
terminates due to Disability, monthly lifetime
retirement payments will commence on the first day of
the month following the later of (a) the termination
of disability payments provided for in the first
sentence of Section 6 hereof, or (b) the termination
of benefits received by Executive from disability
insurance the premiums for which were paid by the
Company.
(v) TERMINATION WITHOUT GOOD CAUSE. In the event that
Executive's employment terminates due to termination
by the Company without Good Cause as defined in
Section 7 hereof, monthly lifetime retirement
payments will commence on the first day of the
monthly following the
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EMPLOYMENT AGREEMENT
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termination of the severance payments provided for in
Section 7 hereof.
As long as the retirement payments provided for in this Section 2(g)
are made, Executive agrees not to compete with the Company as provided
in Section 4 hereof. In the event Executive violates any of the
provisions of Section 4 hereof, the Company may cease making the
retirement payments which are provided for in this Section 4.
SECTION 3 - TIME COMMITMENT AND PERFORMANCE. Executive shall devote
Executive's best efforts and all of Executive's business time, attention, and
skill to the business and the operations of the Company and shall perform
Executive's duties and conduct himself at all times in a manner consistent with
Executive's appointment as Chairman of the Board, Chief Executive Officer and
President of the Company; except, however, Executive may serve on corporate,
civic, or charitable boards or committees and manage Executive's personal
investments and affairs provided such activities do not interfere with the
performance of Executive's duties under this Agreement and provided Executive
keeps the Board of Directors reasonably informed of Executive's commitments.
SECTION 4 - COMPETITIVE ACTIVITY/OTHER RESTRICTIONS.
(a) Subject to any restrictions contained in any other agreements or
arrangements with Executive, from the effective date of this Agreement and the
period of twenty-four (24) months immediately following the termination
thirty-six months (36 months) of Executive's employment under this agreement:
(i) Agreement not to compete. Executive will not accept employment
with, or act as an officer, director, consultant, contractor,
representative or advisor in a capacity in which he is to
perform duties in the corrosion engineering business for a
competitor of the Company or any of its subsidiaries, or enter
into competition with the Company or any of its subsidiaries,
either by himself or through any entity owned or managed in
whole or in part by him in any state, province, territory, or
country in which the Company or any of its subsidiaries or its
subsidiaries is conducting its corrosion engineering business.
The term "competitor" as used in this paragraph, means any
entity engaged in the corrosion engineering business as
defined below. For purposes of entities with multiple lines of
business, "competitor" shall be limited to the line or lines
of business engaged in the corrosion engineering business as
defined. Executive further agrees for a period of twenty-four
months from the Effective Date, he will not invest in or
otherwise have an ownership interest in any competitor of the
Company or any of its subsidiaries, with the exception that
Executive may own up to a 5% interest in a publicly-traded
company that may compete with the Company or any of its
subsidiaries.
(ii) Agreement not to solicit. Executive shall not, directly or
indirectly, solicit or induce, or attempt to solicit or
induce, any current or future employee of the Company or any
of its
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subsidiaries to leave the employ of the Company or any of its
subsidiaries for any reason whatsoever without the written
consent of the Company.
(iii) Agreement not to interfere. Executive shall not attempt to
divert or take away, in any manner, the business or patronage
of any customer or potential customer of the Company or
otherwise take from or deprive the Company of any business
opportunity; or materially interfere, in any manner, with the
business, trade, good will, sources of supply, or customers of
the Company.
(b) For purposes of this Agreement, "Corrosion control business" means corrosion
control services and products including, but not limited to:
(i) cathodic protection services and materials including
construction and installation;
(ii) corrosion prevention engineering and consulting services for a
wide variety of applications such as storage tanks, energy,
environmental and infra-structure;
(iii) nondestructive testing;
(iv) coatings engineering, application and inspection;
(v) pipeline integrity services;
(vi) pipeline surveys;
(vii) anodic protection;
(viii) development and sale of corrosion control related software or
interpreting and managing corrosion control related data and
assessing risk;
(ix) remote monitoring;
(x) corrosion related research and testing and analysis;
(xi) manufacture and supply of anodes and other corrosion control
materials;
(xii) assembly and/or supply of materials used in such applications;
and
(xiii) corrosion control contract and construction management
services.
Executive acknowledges and agrees that the restrictions contained in
this Section 4 are reasonable and necessary for the protection of the business
interests of the Company and that such restrictions are not unduly burdensome in
scope or duration.
SECTION 5 - PROPRIETARY INFORMATION/INTELLECTUAL PROPERTY.
(a) PROPRIETARY INFORMATION. During Executive's employment
pursuant to this Agreement and at any time thereafter,
Executive shall not disclose, or cause to be disclosed in any
manner, to any corporation, partnership, person, group, or
entity (other than to Company employees or authorized
representatives, or in the ordinary course of business
consistent with Company policy regarding trade secrets) or
otherwise use for any purpose other than the Company's
business, any trade secrets or confidential or proprietary
information of the Company, including, but not limited to, the
Company's customer or prospective customer lists; information
concerning the Company's promotional, pricing, or marketing
practices; the Company's business records; and the Company's
trade secrets and other
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confidential and proprietary information.
Upon termination of employment under any circumstances,
Executive or Executive's estate or representatives, shall
promptly return to the Company all property of the Company
including any and all electronic devices and related data
storage devices and shall destroy or erase any data which
cannot be returned. This Section 5 shall survive the
termination of this Agreement.
(b) INVENTIONS. Executive will communicate to the Company promptly
and fully and hereby assigns all of Executive's rights in all
inventions or improvements made or conceived by Executive
(alone or jointly with others) during Executive's employment
and for a period of one year thereafter, which are along the
lines of the business, work or investigations of the Company
or which result from or are suggested by any work Executive
may do for the Company. Executive agrees that any such
invention or improvement, whether or not patentable, shall be
and remain the sole and exclusive property of the Company.
Executive agrees to keep and maintain adequate and current
written records of all such inventions or improvements at all
stages thereof, which records shall be and remain the property
of the Company. There shall be excluded from the operation of
this Agreement the Executive's inventions and improvements,
patented and unpatented, which were made prior to Executive's
employment by the Company, and which, if Executive has any
such inventions, are listed on an attached exhibit.
(c) COPYRIGHTS/TRADEMARKS. It is understood and agreed that the
entire right, title and interest throughout the world to all
works and trademarks that are created by Executive, either
solely or jointly with other during this Agreement, shall be
and hereby are vested and assigned by Executive to the
Company. Any copyrightable works created during this agreement
shall be deemed work for hire to the extent permitted by law
and the Company shall have the sole right to any such
copyright. In the event that any work created by Executive
does not qualify as a work for hire, Executive hereby assigns
Executive's or her right in the work to the Company.
(d) DOCUMENTATION. Executive agrees to execute any and all
documents prepared by the Company for such purposes and to do
all other lawful acts as may be reasonably required by the
Company to establish, document, and protect the rights in the
proprietary information, inventions, copyrights, and
trademarks described above.
SECTION 6 - COMPENSATION DURING DISABILITY. Executive shall receive
Executive's Base Compensation and auto allowance, if any, (net of applicable
withholdings) during the first ninety (90) business days of absence due to
Disability (as hereinafter defined). In the event of Executive's Disability and
a determination by the Board of Directors that sufficient reasonable
accommodations for the Disability cannot be made, the Company may terminate
Executive's employment under this Agreement. If the Company terminates
Executive's employment under this Agreement because of Executive's Disability,
the Company shall pay to Executive the amounts, and provide to Executive the
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benefits, specified in Section 7 hereof. The amount of benefits to be paid by
the Company to Executive under this Section 6 or under Section 7 shall be
reduced by any amount paid or to be paid pursuant to Company sponsored
disability plans. For purposes of this Agreement, "Disability" shall mean
Executive's a disability which would qualify for and entitle Executive to
long-term disability payments under the Company's long-term disability plan
generally in effect for employees, or if no such plan is effective at the time,
Executive's inability, through physical or mental illness or accident or other
cause, to perform Executive's major and substantial duties on a full time basis
as determined by a physician hired by the Board of Directors for this
determination (the "Company Physician"). If the physician regularly attending
Executive (the "Executive Physician") disagrees with the opinion of the Company
Physician, the Company Physician and the Executive Physician shall choose a
third consulting physician (the expense of which shall be borne by the Company),
and the written opinion of the third consulting physician shall be conclusive as
to such disability. In conjunction with this Section 6, Executive consents to
such examination, to furnish any medical information requested by any examining
physician, and to waive any applicable physician-patient privilege that may
arise because of such examination. All physicians, except the Executive
Physician, selected hereunder must be board-certified in the specialty most
closely related to the nature of the disability alleged to exist.
SECTION 7 - RESIGNATION DUE TO COMPANY FAILING TO HONOR ITS OBLIGATIONS
AND TERMINATION WITHOUT GOOD CAUSE OR DUE TO DISABILITY.
(a) GENERALLY. Executive may resign Executive's employment and
terminate this Agreement if the Company fails to honor its
obligations, subject to the procedures as provided in this
Section 7. The Company may terminate Executive's employment
for any reason at any time upon 30 days notice to Executive,
provided that the Company pay Executive the amounts as
determined in this Section 7. Anything to the contrary
contained in this Agreement notwithstanding, (i) if the
Company fails to honor any of its obligations under this
Agreement, and if the Company does not cure the determined
failure within thirty (30) days after a determination of a
failure in accordance with the procedures set forth below and
if as a result Executive resigns Executive's employment with
the Company or (ii) the Company terminates Executive's
employment with the Company under this Agreement without Good
Cause (as defined in Section 8), or (iii) if Executive's
employment terminates by reason of Disability as provided for
in Section 6 hereof, Executive shall be entitled to receive
and the Company shall pay to Executive the following:
(1) SALARY. Executive's Base Compensation and auto
allowance, if any, earned through the date of
resignation or termination and a lump sum payment for
any unused vacation shall be paid on or before the
next regularly scheduled pay-date after the effective
date of the resignation or termination.
(2) SEVERANCE. Severance payments for a period of two
years shall be paid in consecutive periodic payments
commencing on the first pay day in the month
following such resignation or termination in the
aggregate amount (net of any
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required withholdings and Disability payment offsets
as provided in Section 6) equal to two years of
Executive's Base Compensation and auto allowance, if
any, then in effect, provided that in the event of
Executive's death prior to the receipt of all
payments, any remaining payments shall be made in a
lump sum to Executive's designated beneficiary or, if
none, to Executive's estate.
(3) BENEFITS. Following any resignation or termination
for which a payment under Section 7(a)(2) is owing,
Executive, or Executive's spouse and eligible
dependents in the event of Executive's death, shall
continue to participate at the expense of the Company
for a period of twenty-four (24) months following
such resignation or termination in the same or
comparable hospital, medical, accident, disability
and life insurance benefits as Executive participated
in immediately prior to resignation or termination of
Executive's employment unless by law, the terms of
any insurance policy or the terms of the applicable
benefit plans, continued coverage is not permitted,
provided that the Company at its sole option may
elect at any time subsequent to termination of
Executive's employment to pay 1) provided Executive
submits reasonable substantiation therefore, the
amount of premium actually being paid by Executive
for equivalent coverage or 2) if such substantiation
is not submitted, the equivalent of the amount of the
monthly premiums (determined by reference to the
amount charged generally for continuation coverage
for terminated employees). Executive and eligible
dependents may continue coverage under such benefit
plan for subsequent periods and subject to applicable
premium contributions, to the extent permitted by law
or by such plans. To the extent that during
Executive's employment, any such benefits were part
of a program of benefits for Senior Level Executives
of the Company, generally, then any subsequent
modification, substitution, or termination of any
such benefits, generally, shall also apply to
Executive and to the benefits available to Executive
pursuant to this Section 7(a)(3).
(4) ANNUAL BONUS PLANS. An amount equal to a full year's
participation in the annual bonus plan then in effect
during the fiscal year in which Executive's
termination of employment is effective as provided
for in Section 2 hereof shall be paid to Executive
within the time period prescribed by such plan, (i.e.
the Executive will be paid based upon actual results
as if the Executive had been employed the full twelve
months and had received the full twelve month Base
Compensation). In addition, any payments due
Executive under the incentive plans then in effect as
provided for in Section 2 hereof (other than any
annual bonus plans) in accordance with the terms of
such plans shall be paid to Executive within the time
period prescribed by such plans.
(1) Retirement Income. Executive shall be paid the retirement income
provided in Section 2 (g) hereof, payable in accordance with the
provisions of Section 2 (g).
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(b) PROCEDURES. For purposes of this Section 7, the following
procedure shall be used to determine whether the Company has
failed to honor any of its obligations under this Agreement;
(i) Executive shall submit a claim to the Company's Board of
Directors specifically identifying the nature of the failure;
(ii) within thirty (30) days of receipt of such claim, the
Board of Directors shall determine whether they agree with
Executive that a failure has occurred and shall communicate,
in writing, their determination to Executive; and (iii) if
Executive disagrees with the determination of the Board of
Directors, Executive, within ten (10) days of Executive's
receipt of such determination, may submit the claim to
arbitration in accordance with the provisions of Section 16 of
this Agreement, and such determination shall be final and
binding upon the Company and Executive.
(c) SOLE REMEDY. The payments provided in this Section 7 shall
represent the sole remedy for any claim Executive may have
arising out of the Company's failure to honor its obligations
and termination without Good Cause. The Company may condition
payment of amounts due under this Section 7 (other than
Retirement Income and payments due to Disability) upon the
receipt of a release and covenant not to xxx in a form
reasonably satisfactory to the Company.
SECTION 8 - TERMINATION FOR GOOD CAUSE.
(a) GENERALLY. The Company shall have the right to terminate
Executive's employment with the Company under this Agreement
for Good Cause. As used in this Agreement, the term "Good
Cause" shall mean:
(1) Any wrongful act or acts by Executive, adverse to the
interests of the Company, resulting in, or intended
to result directly or indirectly in, significant or
personal enrichment of Executive;
(2) a material failure by Executive substantially to
perform his duties with the Company (other than any
such failure resulting from incapacity due to mental
or physical illness), and such failure results in
demonstrably material injury to the Company;
(3) the willful, wanton, or reckless failure by Executive
properly to perform his duties with the Company
(other than such failure resulting from incapacity
due to mental or physical illness); or
The conviction of a felony.
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(b) CONDUCT NOT CONSTITUTING GOOD CAUSE. Executive's employment
shall in no event be considered to have been terminated by the
Company for Good Cause if such termination took place as the
result of (i) bad judgment or negligence, or (ii) any act or
omission reasonably believed in good faith to have been in or
not opposed to the interest of the Company.
(c) NOTICE. In the event the Company seeks to terminate this
Agreement for Good Cause, the Company shall provide written
notice to Executive of the conduct which the Company believes
constitute Good Cause. Executive shall have 10 business days
from receipt of such notice to provide the Company of a
written statement setting forth i) reasons, if any, that such
conduct does not constitute Good Cause or ii) Executive's
recommendation for a remedy for cure. Within 10 business days
of receipt of such statement, the Company shall notify
Executive in writing whether it accepts Executive's statement
or whether the Company intends to proceed to terminate this
Agreement for Good Cause. During the notice periods provided
in this Section, the Company may place Executive on paid leave
of absence status.
(d) PROCEDURES. Executive shall not be deemed to have been
terminated for Good Cause unless and until there shall have
been delivered to Executive a copy of a resolution duly
adopted by the affirmative vote of not less than sixty percent
(60%) of the entire membership of the Board of Directors
(excluding Executive if a member of the Board) at a meeting of
the Board (after reasonable notice to Executive and an
opportunity for Executive, together with Executive's counsel,
to be heard before the Board), finding that, in the good faith
opinion of the Board, Executive was guilty ofany of the
conduct set forth above in clauses (a)-(c),(e) and (g) above.
However, pending a final determination of the Board, the Board
shall have the authority to place Executive on "leave of
absence status", with or without pay in the sole discretion of
the Board as determined by a majority of the Board, provided
that the Board shall make a final determination within a
reasonable time under the facts and circumstances and that if
Good Cause is not found Executive shall be paid retroactively
for any unpaid leave of absence.
(e) FURTHER OBLIGATIONS. In the event that the Company shall
terminate Executive's employment under this Agreement for Good
Cause, the Company shall have no further obligation to
Executive under this Agreement except to pay Executive's Base
Compensation, auto allowance, if any, and unused vacation
earned through the date of termination, on or before the next
regularly scheduled pay date after termination and to perform
such other obligations as imposed by law.
SECTION 9 - VOLUNTARY TERMINATION OTHER THAN SECTION 7. Executive may
voluntarily terminate Executive's employment with the Company under this
Agreement, other than as provided in Section 7 hereof, upon not less than ninety
(90) days prior written notice to the Company. In
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the event that Executive terminates Executive's employment pursuant to this
Section 9, the Company shall have no further obligation to Executive under this
Agreement except to pay Executive's Base Compensation, auto allowance, if any,
and unused vacation earned through the date of resignation and to perform such
other obligations as imposed by law. Notwithstanding the preceding sentence,
Executive shall also be paid the retirement income provided for in Section 2 (g)
hereof provided Executive satisfies the requirements contained in Section 2 (g).
In the event of Executive's voluntary resignation, the Company may remove
Executive from Executive's position and require partial or no further services
from Executive provided that the Company shall continue to pay and provide
benefits to Executive until the expiration of the notice period.
SECTION 10 - TERMINATION UPON DEATH. Executive's employment under this
Agreement shall terminate upon the death of Executive. Upon such termination,
Executive's designated beneficiary, or Executive's personal representative shall
receive the payments/benefits described below from the Company:
(a) SALARY. Executive's unpaid Base Compensation, auto allowance,
if any, earned through the date of termination and a lump sum
payment for any unused vacation shall be paid on or before the
next regularly scheduled pay date after termination, and
Executive's Base Salary and auto allowance, if any, for a
period of 90 days from the date of death payable in
installments on regularly scheduled pay dates.
(b) BONUS. An amount equal to a full year's participation in the
annual bonus plan then in effect as provided for in Section
2(d) hereof shall be paid within the time period prescribed by
such plan (i.e. the Executive will be paid based upon actual
results as if the Executive had been employed the full twelve
months and had received the full twelve month Base
Compensation).
(c) BENEFITS. Benefits will continue for Executive's spouse and
eligible dependents in accordance with Company policy and as
required by law.
(a) RETIREMENT INCOME. The retirement income shall be paid as
provided in Section 2 (g) hereof.
SECTION 11 - POST TERMINATION CONSULTING AND COOPERATION. For the two
year period subsequent to the termination of Executive's employment under this
Agreement, regardless of whether such termination is by Executive or by the
Company or whether it is with or without Good Cause, Executive, at the sole
discretion of the Company, shall provide the Company and its designated agents,
advisors, and executives with such consultation as the Company may reasonably
request concerning matters within the scope of Executive's duties. However,
Executive shall have no consulting obligation under this Section 11 if Executive
resigns under circumstances, which entitle Executive to payments under Section 7
hereof.
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Executive further agrees that Executive shall cooperate with the
Company in any legal proceedings involving the Company or its subsidiaries
(including attendance at depositions or other proceedings as requested by the
Company) in connection with matters relating to events or conduct occurring (or
claimed to have occurred) during the period of Executive's services with the
Company.
The Company shall pay Executive an hourly rate of one hundred fifty
dollars ($150.00) per hour and reimburse Executive for all reasonable expenses
and out-of-pocket costs incurred in connection with fulfilling Executive's
obligations under this Section 11. The Company shall endeavor to schedule such
consulting and cooperation so that Executive's obligations under this Section 11
to assist Company shall not unreasonably interfere with Executive's business
prospects or responsibilities to a new employer.
SECTION 12 - BREACHES AND REMEDIES. Executive acknowledges and agrees
that in the event that Executive violates the undertakings set forth in Section
4 or 5 hereof, other than in an immaterial fashion, in addition to any other
rights or remedies to which it may be entitled under law or this Agreement, the
Company shall, except as prohibited by applicable law, cease making any
severance or other payments hereunder and shall be entitled to enforce the
provisions of Section 4 or 5 by injunction or other equitable relief, without
having to prove irreparable harm or inadequacy of money damages.
SECTION 13 - SEVERABILITY. The provisions contained in this Agreement
are severable and in the event any provision shall be held to be invalid,
unenforceable or overbroad, in whole or in part, by a court of competent
jurisdiction, the remainder of such provision and of this Agreement shall not be
affected thereby and shall be given full force and effect.
SECTION 14 - NOTICES. Any notices, requests, demands, or other
communications provided for by this Agreement shall be sufficient if made in
writing delivered personally or if sent by registered or certified mail, return
receipt requested.
SECTION 15 - SUCCESSORS AND ASSIGNS. This Agreement shall be binding
upon and inure to the benefit of the Company, its successors and assigns, and to
the benefit of Executive, Executive's heirs and legal representatives, except
that Executive's duties to perform future services are expressly agreed to be
personal and not to be assignable or transferable.
SECTION 16 - APPLICABLE LAW, ARBITRATION AND JURISDICTION. This
Agreement shall be governed by and construed under the laws of the State of
Ohio. The parties agree that any dispute arising out of this employment
relationship except for disputes arising under Sections 4 and 5 of this
Agreement shall be settled by arbitration conducted in accordance with the rules
of conciliation and arbitration of the American Arbitration Association, such
arbitration to be conducted in Cleveland, Ohio, or at such other location as the
parties may agree. Costs of such arbitration, including Executive's attorneys
fees (to the extent such fees are reasonable), shall be borne by the Company.
Discovery shall be permitted in the arbitration and the arbitrator shall have
the authority to grant such remedies as are available under applicable law. With
respect to disputes arising under Sections 4 and 5 of this Agreement, Executive
and the Company consent and submit themselves to the jurisdiction of the courts
13
EMPLOYMENT AGREEMENT
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NOVEMBER 2, 2000
PAGE 13 OF 13
of the State of Ohio.
SECTION 17 - AMENDMENT. This Agreement may be amended only by a written
document signed by both parties.
SECTION 18 - NO WAIVER. No waiver by either party at any time of any
breach by the other party of, or compliance with, any condition or provision of
this Agreement to be performed by the other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same time or any prior or
subsequent time.
SECTION 19 - HEADINGS. The headings contained in this Agreement are for
reference only and shall not affect the meaning or interpretation of any
provision of this Agreement.
SECTION 20 - PRIOR AGREEMENTS. This Agreement supersedes in all
respects all prior employment agreements between the parties, whether written or
oral, regarding the subject matter hereof, including, but not limited to, the
employment agreement entered into between the parties effective April 1, 1998.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.
CORRPRO COMPANIES, INC.
By: /s/ XXXXXXX X. XXXXX
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Its: Executive Vice President
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"COMPANY"
/s/ XXXXXX X. XXX
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"EXECUTIVE"
