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Title: |
Employment Agreement |
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Date: |
2005 |
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Preview shows 8KB of 44KB total |
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Price: |
$41 |
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ID: |
#1052755 |
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EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (this Agreement) dated as of the 5th day of June, 2005, between QUALITY DISTRIBUTION, INC., a Delaware corporation (the Company), and Gerald L. Detter (the Executive).
WHEREAS, the Company desires to have the benefit of the Executives knowledge and experience for the benefit of the Company and its subsidiaries; and
WHEREAS, the Executive desires to be employed pursuant to the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:
| 1. | Employment, Duties and Acceptance. |
1.1 Employment. The Company hereby agrees to employ the Executive for the Term (as defined in Section 2.1), to render exclusive and full-time services to the Company, in the capacity of President and Chief Executive Officer of the Company. The Company will use its reasonable efforts to cause the Executive to be elected to the Companys Board of Directors and to cause the Executive to be appointed Chairman of the Board. It is agreed and understood that the Executive shall resign as an officer, and, if applicable, a director of the Company immediately upon termination of his employment hereunder for any reason.
1.2 Duties and Authority. During the Term, the Executive shall serve as President and Chief Executive Officer of the Company and perform duties consistent with such positions (including service as a director of the Company and as a director and/or officer of any affiliate of the Company if so elected and/or appointed). The Executive will report directly to the Board of Directors of the Company and all committees thereof (collectively, the Board) and will faithfully perform the duties and responsibilities of such offices, as they may be assigned from time to time by the Board, including but not limited to: (i) leading the Company towards stable and growing operating results; (ii) fostering a strong corporate culture; (iii) establishing a strategic plan that capitalizes on the Companys asset-light business model; and (iv) communicating effectively with investors and the Board. The Executive shall devote full-time attention and energy during all business hours during the Employment Period at the Companys Tampa offices, or engaged in business-related travel (except for permitted vacation periods taken in accordance with the Companys policy and reasonable periods of illness or other incapacity), to the business and affairs of the Company, and at all times the Executive shall use his best efforts to serve and advance the business of the Company. During the Term, the Executive shall not engage in any business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or other pecuniary advantage.
1.3 Acceptance. The Executive hereby accepts such employment and agrees to render the services described above. It is understood that, during the Term, subject to any conflict-of-interest policies of the Company and Section 5, the Executive may (x) serve in any capacity with any civic, charitable, educational or professional organization provided that such services does not interfere with his duties hereunder, (y) make and manage investments of his choice, and (z) with the prior written consent of the Board, serve on the board of directors of non-competing for-profit organizations provided that such board service does not interfere with his duties hereunder.
1.4 Location. The duties to be performed by the Executive hereunder shall be performed primarily at the Companys offices in the Tampa, Florida area, subject to reasonable travel requirements consistent with the nature of the Executives duties from time to time on behalf of the Company.
1.5 Fiduciary Relationship. The Executive acknowledges and fully understands that, by entering into this Agreement, he undertakes a fiduciary relationship with the Company, and, as a fiduciary, has the obligation to use due care and act in the best interests of the Company at all times. Executive shall be candid in all reports to, and responses to inquiries from, the Board and shall include in any report or response to the Board all information known or then available to the Executive, even if not specifically requested, which Executive reasonably believes is material, relevant and reasonably required for the understanding of the matter in question sufficient to inform the person to whom such report or response is provided. Failure of the Executive to fulfill all fiduciary obligations imposed by law on similarly situated employees in a fiduciary relationship will be deemed a material breach of this Agreement by the Executive.
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