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EXHIBIT 10.25
STEEL CITY PRODUCTS, INC.
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made as of this 1st day of May
2000 by and between ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (hereinafter referred to as "▇▇. ▇▇▇▇▇")
and STEEL CITY PRODUCTS, INC., a Delaware corporation (hereinafter referred to
as the "Company") and a subsidiary of Oakhurst Company, Inc. (hereinafter
referred to as "Oakhurst.")
1. BACKGROUND. ▇▇. ▇▇▇▇▇ is currently an employee of the Company pursuant
to an agreement dated as of September 1, 1993 (the "Prior Agreement"),
which to date has been extended beyond its stated expiration. The
parties now wish to enter into this Agreement, which is intended to
replace and supersede in all respects the Prior Agreement.
2. CONSIDERATION. The parties are entering into this Agreement for and in
consideration of the mutual covenants contained herein and other good
and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged.
3. TERM OF EMPLOYMENT.
(a) The term of ▇▇. ▇▇▇▇▇'▇ employment hereunder shall commence on
the date hereof and shall continue for an initial term ending
at the close of business on September 30, 2003 unless it is
earlier terminated pursuant to Section 11, or Section 12,
below.
(b) Unless sooner terminated, at the expiration of the initial
term, this Agreement shall continue for successive one-year
terms unless at least ninety (90) days prior to September 30,
2003 or any subsequent anniversary thereof one party gives the
other party notice of non-renewal, in which event this
Agreement shall terminate on such anniversary.
4. TITLE, REPORTING RELATIONSHIP & RESPONSIBILITIES.
(a) Title. So long as this Agreement is in effect, ▇▇. ▇▇▇▇▇ shall
be elected to the position and shall have the reporting
relationship set forth on Exhibit A.
(b) Responsibilities. ▇▇. ▇▇▇▇▇'▇ responsibilities and job
description are set forth in Exhibit A. ▇▇. ▇▇▇▇▇ shall devote
his full business time to diligently carrying out those
responsibilities to the best of his abilities. Nothing herein
shall be construed to prevent ▇▇. ▇▇▇▇▇ from serving as an
officer or director or participating in the activities of any
family, religious, charitable, community service or political
activity so long as such participation does not interfere with
his carrying out his responsibilities hereunder.
(c) ▇▇. ▇▇▇▇▇'▇ reporting relationship and job description within
▇▇. ▇▇▇▇▇'▇ general area of expertise shall be subject to
change by the Company in consultation with ▇▇. ▇▇▇▇▇ as is
reasonably required to meet the needs of the business from
time to time.
(d) ▇▇. ▇▇▇▇▇'▇ principal place of employment shall not be moved
outside of an area circumscribed by a circle having a radius
of 50 miles and with a center located at the City Hall of
Pittsburgh, Pennsylvania.
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5. COMPENSATION. During the term of this Agreement, ▇▇. ▇▇▇▇▇ shall be
paid cash compensation consisting of the base salary and other
incentive payments set forth on Exhibit A.
(a) ▇▇. ▇▇▇▇▇'▇ base salary shall be paid in installments no less
frequently than twice monthly at the same time as other
employees of the Company are paid.
(b) any incentive payment that is based on the Company's annual
financial performance shall be made to ▇▇. ▇▇▇▇▇ after the
audit has been completed for the fiscal year of the Company to
which the payment relates.
6. BENEFITS. ▇▇. ▇▇▇▇▇ shall be entitled to the same health and other
benefits as are made available to the Company's senior officers
generally, and on the same terms and conditions. ▇▇. ▇▇▇▇▇ shall also
be entitled such additional benefits as are set forth in Exhibit A. All
of the foregoing benefits in this Section 6 are hereinafter referred to
collectively as the "Benefits."
7. BUSINESS EXPENSE REIMBURSEMENT. ▇▇. ▇▇▇▇▇ shall be reimbursed in
accordance with Company policy from time to time in effect for all
reasonable business expenses incurred by him in the performance of his
duties hereunder.
8. INDEMNIFICATION. ▇▇. ▇▇▇▇▇ shall be indemnified by the Company with
respect to claims made against him as a director, officer and/or
employee of the Company and of any parent, subsidiary or affiliate of
the Company (as the case may be) to the fullest extent permitted by the
Company's charter, by-laws and the laws of the State of Delaware.
9. CONFIDENTIAL INFORMATION.
(a) During his employment by the Company and after his employment
terminates for whatever reason, ▇▇. ▇▇▇▇▇ shall not disclose
to any person or entity Confidential Information (as defined
below) except, while an employee of the Company, in the proper
performance of his duties and responsibilities under this
Agreement or except as may be expressly authorized by the
Board of Directors of the Company. For purposes of this
Agreement, "Confidential Information" is defined as including
trade secrets; customer and vendor names and lists; business
plans, sales plans and marketing plans; pricing formulas;
non-public financial data; product specifications and designs;
the existence, nature, substance, progress and results of
research and development projects; concepts, inventions,
discoveries, formulae, processes, drawings, documents,
records, software; or any other information of the Company,
its parent or any of their subsidiaries that is not generally
available, or any such information of any third party that is
held by the Company, its parent or any of their subsidiaries
under an obligation of confidentiality.
(b) ▇▇. ▇▇▇▇▇'▇ obligation of confidentiality shall not, however,
relate to any information --
(i) that is or becomes publicly known through no act or
fault of ▇▇. ▇▇▇▇▇; or
(ii) that is required to be disclosed pursuant to
applicable law, a court order or a judicial
proceeding, including a proceeding to enforce this
Agreement.
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10. NON-COMPETE OBLIGATIONS.
(a) ▇▇. ▇▇▇▇▇'▇ obligations with respect to competing with the
Company and soliciting its employees shall be as follows:
(i) Within the Market Area (as defined below) ▇▇. ▇▇▇▇▇
shall not render services or advice, whether for
compensation or without compensation and whether as
an employee, officer, director, principal or
otherwise, to any person or organization with respect
to any product, service or process in existence or
under development that is competitive with (1) the
business of the Company on the date hereof; (2) the
business of the Company in which ▇▇. ▇▇▇▇▇ was
actively engaged during his employment by the Company
or of which he has detailed knowledge; or with (3)
any planned business of the Company in which ▇▇.
▇▇▇▇▇ has an active part in the planning or of which
he has detailed knowledge.
(ii) ▇▇. ▇▇▇▇▇ shall not either directly or indirectly as
agent or otherwise in any manner solicit influence or
encourage any customer of the Company to take away or
to divert or direct its business to ▇▇. ▇▇▇▇▇ or to
any person or entity by or with which ▇▇. ▇▇▇▇▇ is
employed, associated, affiliated or otherwise
related, other than the Company.
(iii) ▇▇. ▇▇▇▇▇ shall not recruit or otherwise solicit or
induce any employee of the Company to terminate his
or her employment or otherwise cease his or her
relationship with his or her employer.
(b) ▇▇. ▇▇▇▇▇'▇ obligations under this Section 10 shall continue
(i) so long as he is an employee of the Company; and (ii)
after his employment terminates, (whether by reason of the
expiration of this Agreement or pursuant to Section 11 or
Section 12, below, or otherwise) for (x) a period of six
months, or (y) for the period, if any, during which the
Company is obligated to continue to pay, or as to which it has
in a lump sum paid, ▇▇. ▇▇▇▇▇'▇ base salary, whichever period
is longer.
(c) Definitions.
(i) For purposes of this Section 10 only, the word
"Company" shall include the Company's parent and any
subsidiary of the Company or such parent.
(ii) "Market Area" is defined as an area within a 200 mile
radius of any operating facility of the Company.
11. TERMINATION BY THE COMPANY: Other than as provided in Section 3(b),
above, the Company may only terminate ▇▇. ▇▇▇▇▇'▇ employment pursuant
to the terms and conditions contained in this Section 11.
(a) Without Cause. The Company may terminate ▇▇. ▇▇▇▇▇'▇
employment without Cause (as the word "Cause" is defined
below) by giving ▇▇. ▇▇▇▇▇ written notice of such termination.
In the event the Company gives such notice the Company shall--
(i) continue to pay to ▇▇. ▇▇▇▇▇ his then current base
salary for the balance of the then term of this
Agreement, but in any case for a period of twelve
(12) full calendar months;
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(ii) pay to ▇▇. ▇▇▇▇▇ any bonus or incentive payment
provided for in Exhibit A that but for the
termination of his employment, would have been paid
to him for the year in which the
termination occurs, pro-rated, however, for the
number of days during such year that ▇▇. ▇▇▇▇▇ was an
employee of the Company;
(iii) provide to him the Benefits for the same period of
time that it is obligated to continue to make
payments to him of his base salary under Section
11(a)(i), above; and
(iv) cause all stock options held by ▇▇. ▇▇▇▇▇ to become
exercisable in full and to remain exercisable for one
(1) year after the date of termination.
(b) Disability. The Company may terminate ▇▇. ▇▇▇▇▇'▇ employment
by reason of his permanent disability (as defined below) by
giving ▇▇. ▇▇▇▇▇ written notice of such termination. In the
event the Company gives such notice the Company shall--
(i) continue to pay ▇▇. ▇▇▇▇▇ his base salary and to
provide to him the Benefits for a period of twelve
(12) full calendar months;
(ii) pay to ▇▇. ▇▇▇▇▇ any bonus or incentive payment
provided for in Exhibit A that, but for the
termination of his employment, would have been paid
to him for the year in which the termination
occurred, pro-rated, however, for the number of days
during such year that ▇▇. ▇▇▇▇▇ was an employee of
the Company; and
(iii) cause all stock options held by ▇▇. ▇▇▇▇▇ to become
exercisable in full and to remain exercisable for one
(1) year after the date of termination.
(c) Death. The Company may terminate ▇▇. ▇▇▇▇▇'▇ employment by
reason of his death, in which event--
(i) the Company shall pay his executor, administrator or
personal representative--
(1) ▇▇. ▇▇▇▇▇'▇ base salary then in effect
through the date of death (to the extent not
theretofore paid); and
(2) any bonus or incentive payment provided for
in Exhibit A that, but for the termination
of his employment, would have been paid to
▇▇. ▇▇▇▇▇ for the year in which he died,
pro-rated, however, for the number of days
during such year that ▇▇. ▇▇▇▇▇ was an
employee of the Company.
(ii) all stock options held by ▇▇. ▇▇▇▇▇ shall become
exercisable in full and shall remain exercisable for
one (1) year after the date of termination.
(d) Life Insurance Proceeds. It is the intention of the parties
that the proceeds of any life insurance maintained by the
Company for the benefit of ▇▇. ▇▇▇▇▇ shall constitute a
payment in lieu of any severance or termination payment in the
event of his death.
(e) For Cause. The Company may terminate ▇▇. ▇▇▇▇▇'▇ employment
for Cause by giving him written notice thereof, in which event
(i) the Company shall pay him his base salary through the date
of such termination to the extent not theretofore paid and any
management bonus that had been approved by the Compensation
Committee of the Board of Directors of the
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Company prior to the date of termination; and (ii) all of his
stock options shall immediately terminate and be of no further
force or effect.
(f) "Permanent disability" for purposes of this Agreement shall
have occurred if ▇▇. ▇▇▇▇▇ is unable to attend to his
responsibilities under this Agreement owing to a physical or
mental condition for a period of six (6) consecutive months or
for a period of an aggregate of nine (9) months (whether or
not consecutive) in any eighteen-month period.
(g) Insurance Payments. Any payments made to ▇▇. ▇▇▇▇▇ under any
disability plans, the premiums for which were paid by the
Company or one of its affiliates shall serve to reduce the
amounts payable under Section 11(b)(i), above.
(h) Definition of Cause "Cause" shall mean gross or wilful
misconduct by ▇▇. ▇▇▇▇▇ in connection with his employment; the
breach by ▇▇. ▇▇▇▇▇ of any material obligation under this
Agreement, including the obligations set forth in Section 9
and Section 10, above; a failure to devote adequate time and
attention to carrying out his responsibilities (other than by
reason of his death or permanent disability); any act of
dishonesty or fraud; or the commission by ▇▇. ▇▇▇▇▇ of a
felony.
(i) Change in Control.
(i) Anything herein to the contrary notwithstanding, if
after a Change in Control (as defined below) either
(i) ▇▇. ▇▇▇▇▇'▇ employment under this Agreement is
terminated without Cause and other than by reason of
his death or permanent disability; or (ii) ▇▇. ▇▇▇▇▇
resigns his employment pursuant to Section 12, below,
by written notice given within 180 days of the
effective date of the Change in Control --
(1) the Company shall pay to ▇▇. ▇▇▇▇▇ in a lump
sum on the date of the termination of his
employment an amount equal to two year's
base salary less the amount of base salary,
if any, paid to him for the period during
which he remained an employee after the date
of the Change of Control; and
(2) All ▇▇. ▇▇▇▇▇'▇ stock options shall vest in
full and shall remain exercisable for a
period of one (1) year after the date of
termination.
(ii) A "Change in Control" shall mean any transaction that
results in a sale of substantially all of the assets,
business or common stock of the Company to a third
party or entity that is not controlled by the senior
managers of the Company.
(j) Withholdings. All amounts payable to ▇▇. ▇▇▇▇▇ under this
Agreement shall be subject to any withholdings therefrom that
the Company is legally required to make.
(k) Use of COBRA. The continuation of any health benefits provided
for herein may be effected by the Company making on ▇▇.
▇▇▇▇▇'▇ behalf his COBRA payments for the period of such
continuation.
12. RESIGNATION BY ▇▇. ▇▇▇▇▇.
(a) In addition to the provisions of Section 3(b), above, Mr.
▇▇▇▇▇ ▇▇▇ resign his employment with the Company
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on ninety (90) days' prior written notice to the Company. The
Company may deem any such notice given by ▇▇. ▇▇▇▇▇ as a
resignation by him, effective upon the giving of such notice,
of any or all directorships and offices then held by ▇▇. ▇▇▇▇▇
in the Company, its parent and any of their subsidiaries, but
the Company shall nevertheless continue to pay to ▇▇. ▇▇▇▇▇
his base salary and any special bonus then in effect during
the ninety-day period. No incentive payments shall be made to
▇▇. ▇▇▇▇▇ for the fiscal year in which he resigns his
employment with the Company.
(b) In the event of ▇▇. ▇▇▇▇▇'▇ resignation, all stock options
then held by him shall expire on the thirtieth day after the
effective date of his resignation except to the extent
otherwise expressly provided in the agreement covering a given
stock option.
13. NOTICES. All notices required or permitted under this Agreement shall
be in writing and shall be deemed given by a party when hand delivered
to the other party or when deposited with a delivery service that
provides next-business-day delivery and proof of delivery, addressed to
the other party as follows:
If to the Company: If to ▇▇. ▇▇▇▇▇:
At its headquarters address At his most recent residence
attention of the President. address on the books of
the Company.
With a copy to:
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
General Counsel
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
P.O. Box 767
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
or to such other address of a party as such party may by notice
hereunder designate to the other party.
14. SEVERABILITY. If any provision or part of a provision of this Agreement
is finally declared to be invalid by any tribunal of competent
jurisdiction, such part shall be deemed automatically adjusted, if
possible, to conform to the requirements for validity, but, if such
adjustment is not possible, it shall be deemed deleted from this
Agreement as though it had never been included herein. In either case,
the balance of any such provision and of this Agreement shall remain in
full force and effect. Notwithstanding the foregoing, however, no
provision shall be deleted if it is clearly apparent under the
circumstances that either or both of the parties would not have entered
into this Agreement without such provision.
15. SURVIVAL. Notwithstanding the expiration or earlier termination of this
Agreement or of ▇▇. ▇▇▇▇▇'▇ employment for any reason, the terms and
conditions of Section 9 and Section 10 and any other obligations of the
parties that by their terms are to be performed or are to have
continued effect after such termination shall survive such expiration
or termination.
16. PRORATION. All amounts payable to ▇▇. ▇▇▇▇▇ hereunder for a period
shorter than the period for which they are described herein shall be
pro-rated on a daily basis using a 365-day year.
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17. INJUNCTIVE RELIEF. It is acknowledged and agreed that the Company shall
have the right to bring an action to enjoin any violation by ▇▇. ▇▇▇▇▇
of his obligations under Section 9 and Section 10, above, because a
suit for monetary damages alone would be an inadequate remedy.
18. ARBITRATION.
(a) Except as otherwise provided below, this Agreement and any
controversy, claim or dispute between the parties directly or
indirectly concerning this Agreement or the breach hereof or
the subject matter hereof, including questions concerning the
scope and applicability of this Section 18 shall be finally
settled by arbitration held in Pittsburgh, Pennsylvania in
accordance with the provisions of this Section and the
Employment Dispute Resolution Rules of the American
Arbitration Association or any successor thereto.
(b) The arbitrator or arbitrators (the "arbitrators") shall be
chosen in accordance with such rules. A majority of the
arbitrators shall have the right and authority to determine
how their decision or determination as to each issue or matter
in dispute may be implemented or enforced. Any decision or
award of a majority of the arbitrators shall be final and
conclusive on the parties to this Agreement, and there shall
be no appeal therefrom other than for fraud or willful
misconduct. Notwithstanding anything in this Section 18 to the
contrary, no arbitrator in any such proceeding shall have
authority or power to (i) modify or alter any express
condition or provision hereof by an award or otherwise; or
(ii) to award punitive or exemplary damages for or against any
party to any such proceeding.
(c) The parties hereto agree that an action to compel arbitration
pursuant to this Agreement may be brought in the appropriate
court of the Commonwealth of Pennsylvania sitting in
Pittsburgh, Pennsylvania. Application may also be made to such
court for confirmation of any decision or award of a majority
of the arbitrators, for an order of enforcement and for any
other remedies that may be necessary to effectuate such
decision or award. Each of the parties hereto hereby consents
to the jurisdiction of the arbitrators and of such court and
waives any objection to the jurisdiction of such arbitrators
and court.
(d) Notwithstanding anything contained in this Section 18 to the
contrary, the parties hereby agree that this Section 18 shall
not apply to any action brought by a party seeking an
injunction or other equitable relief.
(e) In any controversy, claim or dispute subject to arbitration
under the terms of this Section 18, the parties shall pay the
fees and expenses of the arbitrators in accordance with any
decision or award of a majority of the arbitrators.
19. MISCELLANEOUS.
(a) This Agreement together with Exhibit A--
(i) Supersedes and replaces in its entirety the Prior
Agreement;
(ii) contains the entire understanding of the parties on
the subject matter hereof;
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(iii) shall not be amended, and no term hereof shall be
waived, except by written agreement of the parties
signed by each of them;
(iv) shall be binding upon and inure to the benefit of the
parties and their successors, personal
representatives and permitted assigns;
(v) may be executed in one or more counterparts, each of
which shall be deemed an original hereof, but all of
which shall constitute but one and the same
agreement; and
(vi) shall not be assignable by either party without the
prior written consent of the other party, except that
the Company may assign this Agreement to any entity
acquiring substantially all of the stock, business or
assets of the Company, provided that the acquiror
assumes all of the Company's obligations hereunder.
(b) The words "herein," "hereof," "hereunder," "hereby,"
"herewith" and words of similar import when used in this
Agreement shall be construed to refer to this Agreement as a
whole. The word "including" shall mean including, but not
limited to any one or more enumerated items.
(c) Each provision of this Agreement shall be interpreted and
enforced without the aid of any canon, custom or rule of law
requiring or suggestion construction against the party
drafting or causing the drafting of such provision.
(d) No representation, affirmation of fact, course of prior
dealings, promise or condition in connection herewith or usage
of the trade not expressly incorporated herein shall be
binding on the parties.
(e) The failure to insist upon strict compliance with any term,
covenant or condition contained herein shall not be deemed a
waiver of such term, nor shall any waiver or relinquishment of
any right at any one or more times be deemed a waiver or
relinquishment of such right at any other time or times.
(f) The captions of the paragraphs herein are for convenience only
and shall not be used to construe or interpret this Agreement.
20. GOVERNING LAW. This Agreement shall be governed by, and construed in
accordance with, the domestic laws of the Commonwealth of Pennsylvania
without giving effect to any choice of law or conflict of law provision
or rule (whether of the Commonwealth of Pennsylvania or of any other
jurisdiction) that would cause the application hereto of the laws of
any jurisdiction other than the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
STEEL CITY PRODUCTS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------ ------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Chief Executive Officer
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EXHIBIT A
EMPLOYMENT AGREEMENT DATED AS OF MAY 1, 2000
BY AND BETWEEN
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ AND STEEL CITY PRODUCTS, INC.
--------------------------------------------------------------------------------
TITLE/POSITION: President
▇▇. ▇▇▇▇▇ REPORTS TO: The Chairman of the Company.
JOB DESCRIPTION: The normal duties of a President and chief operating
officer of a privately held company.
ANNUALIZED
BASE SALARY: $133,000 effective on the date hereof;
$140,000 effective September 1, 2001; and
$145,000 effective September 1, 2002 and thereafter.
INCENTIVE ▇▇. ▇▇▇▇▇ shall be entitled to the following
COMPENSATION: incentive compensation:
o Participation in the Company's Annual Management
Bonus pool, which consists of an amount equal to 8%
of the annual Consolidated Net Income (as defined
below) of the Company. ▇▇. ▇▇▇▇▇'▇ share of the pool
shall be determined by the Compensation Committee of
the Board of Directors of the Company from year to
year and shall be subject to the same provisions of
the Management Bonus Plan as are applicable to other
eligible managers of the Company.
o An Annual Executive Bonus equal to one percent (1%)
of the annual Consolidated Net Income, of the
Company, if any, that exceeds $2,000,000.
o "Consolidated Net Income" of the Company for a given
year means the net income of the Company and any of
its subsidiaries derived from the sale of auto and
pet products, calculated in accordance with GAAP
consistently applied, but to which is added back
interest, taxes, depreciation, amortization, LIFO
adjustments, inter-company charges and income, and
allocations of parent company overhead expenses other
than expenses that had they not been paid or incurred
by the parent company would have been paid or
incurred by the Company, all as determined from the
Company's audited financial statements.
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o Income of the Company derived from any new
line of business entered into after the date
of this Agreement shall be included in the
definition of Consolidated Net Income only
after first deducting interest expense
incurred on the investment cost and working
capital requirements of such business.
AUTOMOBILE: The Company shall furnish ▇▇. ▇▇▇▇▇ with the use of a
Company-leased automobile with a monthly rental rate not
to exceed $600 per month or a Company-owned automobile
that, if leased, would have a monthly lease rate of no
more than $600.
In lieu of either of the foregoing, the Company shall
pay ▇▇. ▇▇▇▇▇ a monthly automobile allowance of $600.
The cost of all insurance, maintenance and repairs for,
and gasoline consumed by, such automobile shall be paid
or reimbursed (as the case may be) to ▇▇. ▇▇▇▇▇ other
than the cost of gasoline for his personal use of such
automobile.
GROUP TERM LIFE
INSURANCE COVERAGE A minimum of $100,000.
PAID VACATION In accordance with Company policies from time to time
in effect.
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