EXHIBIT 10.24
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT made as of the 5th day of April, 2002 by and
between Trailer Bridge, Inc., a Delaware corporation (the "Company"), and
Xxxxxxx X. Xxxxxxx, Xx. (the "Executive").
W I T N E S S E T H :
WHEREAS, the Company desires to retain the services of Executive in
Executive's present management and executive capacity, and Executive desires to
perform such services for the Company on the terms and conditions set forth
herein.
NOW, THEREFORE, in consideration of the covenants and agreements of the
parties herein contained, the parties hereto agree as follows:
1. Employment and Duties. The Company hereby agrees to employ the
Executive as General Counsel and Vice President of the Company on the terms and
conditions set forth herein, and the Executive hereby agrees to remain in the
employment of the Company on such terms and conditions. The Executive shall
perform the duties of General Counsel as well as any related management and
supervisory responsibilities as shall be assigned to him from time to time by
the Board of Directors of the Company or by the Chief Executive Officer of the
Company. The Executive also is employed or may be employed by Kadampanattu
Corp., an affiliate of the Company that owns vessels used by the Company, the
Estate of X. X. XxXxxx or other affiliated entities. The parties agree that the
Executive shall divide his full business time between the Company and
Kadampanattu Corp. and such other affiliated entities. Subject to the foregoing,
the Executive agrees to devote his business time and effort to the diligent and
faithful performance of the duties set forth above.
2. Term. The term of Executive's employment hereunder shall
commence on the date hereof and shall continue until the second anniversary of
the date hereof, unless sooner terminated pursuant to the provisions of Section
4 hereof. This Agreement shall automatically renew thereafter on each annual
anniversary for successive two-year terms.
3. Compensation. As compensation for his performance of services as
an employee hereunder, Executive shall be entitled to receive an annual base
salary at the rate of $125,000 payable in accordance with the Company's normal
payroll practices. In addition, the Executive shall be entitled to participate
in all benefit plans, stock option grants and bonus programs in effect from time
to time on at least the same basis as all other senior executives of the Company
with comparable duties.
4. Termination of Employment.
(a) The Executive's employment shall terminate, or be
subject to termination, prior to the term specified in Section 2 hereof, as
follows:
(i) Death. The Executive's employment hereunder
shall terminate upon his death.
(ii) Disability. In the event the Executive becomes
physically or mentally disabled so as to become unable, for a period of
more than one hundred eighty (180) consecutive working days or for more
than one hundred eighty (180) working days in the aggregate during any
twelve-month period, to perform his duties hereunder on substantially a
full-time basis, the Company may, at its option, terminate the
Executive's employment hereunder upon not less than thirty (30) days'
written notice.
(iii) Cause. The Company may, at any time, terminate
the Executive's employment hereunder for Cause. For the purposes of
this Agreement, the Company shall have "Cause" to terminate the
Executive's employment hereunder upon (A) the Executive continuing to
engage in misconduct which is materially injurious to the Company or
its affiliates after written notice and a reasonable opportunity to
cure, or (B) the willful and substantial failure or refusal of the
Executive to perform duties assigned to the Executive (unless the
Executive shall be ill or disabled) under circumstances where the
Executive would not have Good Reason to terminate employment hereunder,
which failure or refusal is not remedied by the Employee within 30 days
after written notice of such failure or refusal, or (C) the Executive's
conviction of a felony of moral turpitude or a plea by the Executive of
nolo contendere to a felony of moral turpitude.
(iv) Without Cause or For Good Reason. The Company
may terminate the Executive's employment hereunder without cause and
without the requirement of any reason or justification, and the
Executive may terminate the Executive's employment hereunder for Good
Reason, upon not less than thirty (30) day's written notice. For
purposes of this Agreement, the Executive shall have "Good Reason" to
terminate the Executive's employment hereunder if there shall occur (A)
a material diminution in the nature of the Executive's position,
reporting relationship, authority, duties or responsibility, (B) a
material diminution in the Executive's opportunity for incentive
compensation or in the Executive's overall employee and fringe
benefits, (C) the Executive's principal place of business is relocated
more than 60 miles from its current location or not provided by the
Company, or (D) a material breach of this Agreement by the Company that
continues after written notice and a reasonable opportunity to cure.
(v) By Executive Without Cause. The Executive may,
at any time, terminate his employment hereunder without cause and
without the requirement of any reason or justification, upon not less
than thirty (30) days' written notice.
(b) Cessation of Salary and Benefits After Termination.
Except as provided in Section 4(c), in the event of the termination of the
Executive's employment all payments of salary and benefits under Section 3
hereof shall cease other than those accrued through the date of termination,
and the Executive shall not be entitled to receive any compensation or payment
on account of such termination, except that the Executive shall be entitled to
receive those benefits which by their terms continue after termination of
employment in accordance with the terms of such benefits applicable after
termination of employment.
(c) Severance Compensation. In the event of the termination
of the Executive's employment pursuant to Section 4(a)(iv) ("Without Cause or
for Good Reason") hereof, the
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Executive shall be entitled to receive, in lieu of any other compensation or
payment as a result of such termination, severance payments in an amount equal
to the payments of his base salary that would have been made under Section 3, at
the time such payments would have been made, for two years following the date of
termination. Additionally, notwithstanding any time period contained in any
stock option held by Executive, including but not limited to Sections 4(a) and
4(c) of Executive's existing options, such time period shall be tolled for two
years as if Executive were still an employee of the Company for such two year
period. The Executive shall not be required to mitigate the amount of such
payments hereunder by securing other employment or otherwise, nor shall such
payments be reduced by reason of the Executive securing other employment or for
any other reason. It is intended that the payments provided hereunder are in
lieu of, and not in addition to, severance payments and benefits provided under
any termination or severance plans or policies of the Company, if any.
5. Notices. For the purposes of this Agreement, notices and all
other communications under this Agreement shall be in writing and shall be
deemed to have been duly given when delivered or mailed by United States
certified or registered mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive:
-------------------
Xxxxxxx X. Xxxxxxx, Xx., Esq.
000 Xxxxx Xxxxxxx Xxxxxx
Xxxxxxxxx Xxxxxx, XX 00000
If to the Company:
-----------------
Trailer Bridge, Inc.
00000 Xxx Xxxxxx Xxxx X.
Xxxxxxxxxxxx, XX 00000
Attention: Chairman and Chief Executive Officer
or to such other address as either party may have furnished to the other in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
6. Miscellaneous.
(a) No provisions of this Agreement may be amended unless
such amendment, modification or discharge is agreed to in writing signed by the
party against whom enforcement is sought.
(b) No waiver by any party hereto of any breach of, or
compliance with, any condition or provision of this Agreement by the other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No such waiver shall be enforceable
unless expressed in a written instrument executed by the party against whom
enforcement is sought.
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(c) This Agreement constitutes the entire agreement of the
parties on the subject matter hereof and no agreements or representations, oral
or otherwise, expressed or implied, with respect to the subject matter hereof
have been made by either party which are not set forth expressly in this
Agreement.
(d) This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and Executive and his heirs,
executors, administrators and legal representatives.
(e) The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York applicable to contracts made and to be performed therein between residents
thereof.
(f) This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the parties have executed this Employment
Agreement as of the day and year first above written.
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
TRAILER BRIDGE, INC.
By: /s/ Xxxx X. XxXxxx
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Name: Xxxx X. XxXxxx
Title: Chief Executive Officer
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