Attached files
EMPLOYMENT
AGREEMENT
THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of the 1st day of
April, 2009 (the “Effective Date”) by and between Verle B. Hammond (“you”) and
Innovative Logistics Techniques, Inc., a Virginia corporation (“Company”).
WHEREAS,
the Company desires to employ you on the terms and conditions hereinafter set
forth and you desire to accept such employment.
NOW,
THEREFORE, in consideration of the promises and the mutual agreements contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which hereby are acknowledged, the parties agree as
follows:
1. Employment.
(a) Position. The
Company agrees to employ you and you agree to be employed as the Chairman,
President and Chief Executive Officer (CEO) for the Company subject to the terms
and conditions of this Agreement. You shall report to William P.
Danielczyk, Chairman of Galen Capital Corporation (GCC). In
performing your duties, you shall comply with the policies of the Company, as
such policies may be implemented from time to time, and the instructions of the
Board of Directors.
(b) Full Time
Commitment. You shall devote your entire business time,
attention, skill and energy exclusively to the business of the
Company. With prior written approval from the Company, you may engage
in appropriate civic, charitable, or educational activities and devote a
reasonable amount of time to other activities provided that such activities do
not interfere or conflict with your responsibilities and are not, or are not
likely to be, contrary to the Company’s interests. You and the
Company agree that your position is essential to the Company’s success and that
the highest level of performance is required from you.
2. Term of
Employment.
The Company agrees to employ you, and
you agree to remain in employment with the Company, from the Effective Date
until March 31, 2014 unless your employment terminates earlier pursuant to
Section 5 of this Agreement (the “Term”). The parties may agree to
renew or extend the Term of this Agreement, provided that any such agreement is
in writing and signed by the parties. Mr. Hammond and the
Company have the option after two years to retire as President and CEO and serve
as Chairman of the Company.
3. Compensation.
Your
minimum salary shall be US $198,000 per year
during the Term of this Agreement, less applicable taxes and withholdings,
payable bi-weekly in accordance with the Company’s regular payroll practices
from time to time in effect. You will also be able to participate in a annual
bonus plan as agreed to between you and Innolog Holdings Board of
Directors.
4. Employee
Benefits.
During
the Term of this Agreement, you shall be eligible for all employee benefits that
the Company may provide to other employees of the Company, including retirement,
health, dental benefits, subject in each case to the generally applicable terms
and conditions of the plan or policy applying to such benefits and to the
determinations of any person or committee administering such plan or
policy. The Company reserves the right to amend, modify or terminate
these plans or policies at any time.
5. Termination of
Employment.
Upon the
effective date of termination of your employment with the Company (the
“Termination Date”), you will not be eligible for further compensation, benefits
or perquisites under Sections 3 and 4 of this Agreement, other than those that
have already accrued. Termination of your employment may occur under
any of the following circumstances:
(a) Expiration of
Term. Your employment will terminate if the Term provided for
under Section 2 expires without written agreement of both parties to renew or
extend the term.
(b) Termination of Employment by
the Company. The Company has the right to terminate your
employment at any time with Cause. For all purposes under this
Agreement, (“Cause”) shall mean:
|
|
(i)
|
a
failure by you to perform your assigned work and duties under this
Agreement after having been given notice and ten (10) days to cure, other
than a failure resulting from your complete or partial incapacity due to
physical or mental illness or
impairment;
|
|
|
(ii)
|
a
willful act or omission by you that the Board of Director determines in
good faith to be gross misconduct or
fraud;
|
|
|
(iii)
|
conviction
of, or a plea of “guilty” or “no contest” to, a felony or a crime
involving moral turpitude; or
|
|
|
(iv)
|
a
material breach of any duty owed to the
Company.
|
Termination
for Cause shall become effective immediately upon written
notification.
(c) Death or
Disability. Your employment shall be deemed to have been
terminated by you upon your (i) death or (ii) inability to perform your duties
under this Agreement, even with reasonable accommodation, for more than
twenty-six (26) weeks, whether or not consecutive, in any twelve-month period
(“Disability”). Termination will be effective upon the occurrence of
such event.
Notwithstanding termination of this
Agreement as provided in this Section 5 or any other termination of your
employment with the Company, your obligations set forth in, or referred to or
incorporated into, Sections 6, 7 and 8 hereof shall survive any termination of
your employment with the Company at any time and for any reason.
6. Non-solicitation.
While employed by the Company and for
three (3) years after termination of that employment, you agree not to directly
or indirectly (i) solicit or attempt to solicit any employee or contractor of
the Company to end his/her relationship with the Company; (ii) hire or attempt
to hire any person who is at that time employed by the Company or has been
employed by the Company during the twelve (12) month period preceding such
hiring or attempt to hire; and (iii) solicit any consultant, contractor or
client of the Company with whom you had contact as a result of your employment
by the Company to diminish or materially alter its relationship with the
Company. For purposes of this Agreement, a client is any person or
entity to which the Company has provided goods or services at any time during
the period commencing twelve (12) months prior to your employment with the
Company and ending on the Termination Date.
- 2
-
7. Non-competition.
You agree not to own, manage, operate,
control, be employed by, participate in, work in, advise, consult or contract
with, or support in any manner any business that is similar to the type of
business conducted by the Company during your employment within the geographic
area in which the Company or its customers are located during, and for three (3)
years following the termination of, your employment with the
Company. Any outside involvement by Mr. Hammond in family
ventures is agreed to by prior notice given to the Company’s Board of Directors
and as long as there is not a competing venture with the
Company. Notwithstanding anything in the foregoing to the contrary,
in the event Mr. Hammond is no longer employed by the Company for any
reason, Mr. Hammond may own, manage, operate, control, be employed
by, participate in, work in, advise, consult or contract with, or support a
government contracting or similar business that does not directly compete with
the Company or seek to contract with the Company’s current
customers/contractors. The foregoing paragraph 6 and 7 shall apply
only if Mr. Hammond is terminated for cause or leaves the Company for no good
reason. For purposes of this agreement “good reason” shall mean a
material change in his duties or a material breach of this Agreement by the
Company.
8. Return of
Property.
Upon termination of your employment
with the Company for any reason, you agree to immediately return to the Company
all property belonging to the Company. This includes all documents
and other information prepared by you or on your behalf or provided to you in
connection with performing your duties for the Company, regardless of the form
in which such documents or information are maintained or stored, including
computer, typed, written, imaged, audio, video, micro-fiche, electronic or any
other means of recording or storing documents or other
information. You hereby warrant that you will not retain in any form
any such document or other information or copies thereof, except as provided in
the following sentence. You may retain a copy of any documents
describing any rights or obligations you may have after the Termination Date
under any employee benefit plan or policy.
9. Miscellaneous
Provisions.
(a) Notices. Unless
otherwise provided herein, any notice or other information to be provided to the
Company will be sent by overnight delivery with acknowledgement of receipt
requested to:
William
Danielczyk
Chairman
Galen
Capital Corporation
8300
Greensboro Dr.
McLean,
VA 22102
Facsimile
No. 703-893-0422
With a
copy to:
Jackson
& Campbell, P.C.
1120 20th
Street, NW
Suite 300
– South
Washington,
DC 20036
Telephone: (202)
457-1600
Fax: (202)
457-1678
Attention: David
H. Cox/John J. Matteo
- 3
-
Any
notice or other information to be provided to you will be sent by overnight
delivery with acknowledgement of receipt requested, to:
Colonel
Verle B. Hammond (Ret.)
Innovative
Logistics Techniques, Inc.
1751
Pinnacle Drive, Suite 600
McLean,
VA, 22102
Telephone:
Fax:
with a
copy to:
John
Klusaritz
Bingham
McCutchen LLP
2020 K
Street, N.W.
Washington,
D.C. 20006
(202)
373-6655 (office)
(202)
373-6001 (fax)
(202)
669-1908 (cell)
john.klusaritz@bingham.
(b) Dispute
Resolution. You and the Company agree that any controversy,
dispute or claim between you and the Company arising out of this Agreement or
the breach thereof will be finally resolved by binding arbitration administered
by Judicial Arbitration and Mediation Services, Inc. (“JAMS”). You
and the Company agree to follow the Dispute Resolution Procedures set forth in
Attachment A to this Agreement.
(c) Nature of
Agreement. This Agreement constitutes the entire agreement
between you and the Company and supercedes all prior agreements and
understandings and any rights or obligations thereto between you and the Company
and any other party with respect to the subject matter hereof. In
making this Agreement, the parties warrant that they did not rely on any
representations or statements other than those contained in this
Agreement.
(d) Amendment. No
modification of or amendment to this Agreement will be effective unless in
writing and signed by the parties to this Agreement.
(e) Waiver. A
delay or failure by the Company to exercise any right that is the subject of
this Agreement will not be construed as a waiver of that right. A
waiver of a breach on any one occasion will not be construed as a waiver of any
other breach.
(f) Governing
Law. Regardless of the choice of law provisions of the
Commonwealth of Virginia or any other jurisdiction, the parties agree that this
Agreement shall be otherwise interpreted, enforced and governed by the laws of
the Commonwealth of Virginia.
- 4
-
(g) Severability. This
Agreement will continue in effect until all obligations under it are
fulfilled. If any provision of this Agreement is judicially
determined to be invalid or unenforceable as written, then such provision shall,
if possible, be modified to the degree necessary to render such provision valid
and enforceable. Further, if any part of this Agreement is held by a
court of competent jurisdiction to be invalid or unenforceable, the remaining
provisions of this Agreement shall continue with full force and
effect.
(h) Successors and
Assigns. This Agreement is not assignable by
you. This Agreement is binding on you with respect to the Company,
its successors or assigns.
(i) Headings. The
headings in this Agreement are for convenience only and shall not effect the
interpretation of this Agreement.
You
certify that you fully understand the terms of this Agreement and have entered
into it knowingly and voluntarily.
This
Agreement may be executed in any number of counterparts each of which shall be
an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties hereto
have duly executed this Agreement as of the day and year first written
above.
|
Innovative
Logistics Techniques, Inc.
|
||||
|
|
||||
|
[Name]
|
||||
|
Date:
|
|
Date:
|
|
|
- 5
-
Attachment
A
DISPUTE
RESOLUTION PROCEDURES
The
parties agree to make a good faith effort to informally resolve any dispute
before submitting the dispute to arbitration in accordance with the following
procedures:
|
A.
|
The
party claiming to be aggrieved shall furnish to the other a written
statement of the grievance, all persons whose testimony would support the
grievance, and the relief requested or proposed. The written
statements must be delivered to the other party within the time limits for
bringing an administrative or court action based on that
claim.
|
|
B.
|
If
the other party does not agree to furnish the relief requested or
proposed, or otherwise does not satisfy the demand of the party claiming
to be aggrieved within 30 days and the aggrieved party wishes to pursue
the issue, the aggrieved party shall by written notice demand that the
dispute be submitted to non-binding mediation before a mediator jointly
selected by the parties.
|
|
C.
|
If
mediation does not produce a resolution of the dispute and either party
wishes to pursue the issue, that party shall request arbitration of the
dispute by giving written notice to the other party within 30 days after
mediation. The parties will attempt to agree on a mutually
acceptable arbitrator and, if no agreement is reached, the parties will
request a list of nine arbitrators from JAMS, and select by
alternately striking names. The arbitration will be conducted
consistent with the JAMS Employment Arbitration Rules and Procedures
(“Rules”) that are in effect at the time of the arbitration. If
there is any conflict between those Rules and the terms of the Employment
Agreement (“Agreement”), including all attachments thereto, the Agreement
will govern. The arbitrator shall have authority to decide
whether the conduct complained of under Subsection (a) above violates the
legal rights of the parties. In any such arbitration
proceeding, any hearing must be transcribed by a certified court reporter
and any decision must be supported by written findings of fact and
conclusions of law. The arbitrator’s findings of fact must be
supported by substantial evidence on the record as a whole and the
conclusions of law and any remedy must be provided for by and consistent
with the laws of the State of Delaware and federal law. The
arbitrator shall have no authority to add to, modify, change or disregard
any lawful term of the Agreement. The Company shall pay the
arbitrator’s fee.
|
|
D.
|
Arbitration
shall be the exclusive means for final resolution of any dispute between
the parties, except 1) for workers’ compensation and unemployment claims
and 2) when injunctive relief is necessary to preserve the status quo or
to prevent irreparable injury. Injunctive relief may be sought
from any court of competent jurisdiction located in the State of
Delaware.
|
- 6
-