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Employment Agreement

 

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Title:

Employment Agreement

Entities:

MCE Companies Inc; Dykema Gossett PLLC

Date:

2000

Size:

Preview shows 5KB of 31KB total

Price:

$40

ID:

#1323008

 

 

► Employment ► Employment Agreements
► Services ► Legal

 

 

Start of Preview


                              EMPLOYMENT AGREEMENT




This EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 30,
1996, is made between MICROWAVE COMPONENTS ENTERPRISES, INC., a Michigan
corporation (the "Company"), and JOHN L. SMUCKER (the "Employee").


Recitals

A. For the period prior to the date hereof, (i) the Employee has served
the Company as a director and as the President, as well as being a significant
shareholder, (ii) the Employee has served each of Inmet Corporation, a Michigan
corporation and a wholly-owned subsidiary of the Company ("Inmet"), KDI/Triangle
Corporation, a Michigan corporation and a wholly-owned subsidiary of the Company
("KDI"), and Weinschel Corporation, a Michigan corporation and a wholly-owned
subsidiary of the Company ("Weinschel"), variously as a director and the
Chairman of the Board, and (iii) until September 1996, the Employee had not
served as an employee of the Company or its subsidiaries.

B. Each of the subsidiaries of the Company are parties to a Management
Consulting Agreement with Merchant Financial, Inc., a Michigan corporation and
an affiliate of the Employee ("MFI"), pursuant to which, among other things, MFI
provided consulting services to each of the subsidiaries in exchange for the
following (collectively, the "Management Consulting Agreements"):

- Inmet -- payment of a monthly management fee of $7,000 and
additional payments to MFI based on the phantom participation
by it in the Inmet Corporation Management Bonus Plan and the
Inmet Corporation Stock Appreciation Rights Plan;

- KDI -- payment of a monthly management fee of $10,000 and
additional payments to MFI based on the phantom participation
by it in any Management Bonus Plan and any Stock Appreciation
Rights Plan similar to those adopted by Inmet which are
adopted by KDI; and

- Weinschel -- payment of a monthly management fee of $7,000 and
additional payments to MFI based on the phantom participation
by it in any Management Bonus Plan and any Stock Appreciation
Rights Plan similar to those adopted by Weinschel which are
adopted by Weinschel.


<PAGE> 2

Beginning with the effective time of the Employee's employment with the Company
in September 1996, each of the subsidiaries stopped paying the consulting fees
to MFI under their respective Management Consulting Agreements and, as a result
thereof, began up-streaming to the Company sufficient monies for purposes of
enabling the Company to pay Mr. Smucker, as an employee, an annual salary of
$250,000.

C. Section 8.03 of the Note, Warrant and Preferred Stock Purchase
Agreement (the "Purchase Agreement"), dated July 23, 1996, among the Company,
National City Capital Corporation ("NCCC") and Hanifen Imhoff Mezzanine Fund,
L.P. ("HI") provides, in pertinent part, that, on or before December 31, 1996,
(i) the Company and the Employee shall have entered into an employment agreement
with a term of at least five (5) years in form and substance reasonable
satisfactory to NCCC and HI, it being acknowledged and agreed that the
compensation related thereto shall be at least equal to the aggregate of all
compensation (including incentive compensation) set forth in the Management
Consulting Agreements and shall not exceed 115% thereof, and (ii) the Company
and the Employee shall have terminated the Management Consulting Agreements.


Agreement

NOW, THEREFORE, in consideration of the premises and the mutual
promises and agreements hereinafter set forth, the parties hereto agree as
follows:


1. Employment. The Company hereby agrees to employ the Employee, and
the Employee hereby accepts employment with the Company, as the President of the
Company, upon the terms and conditions contained herein. The Employee agrees to
perform the duties and responsibilities normally incident to the position of
President and to follow the directives of the Board of Directors and perform all
job assignments communicated to him by the Board of Directors. The Employee
shall devote such of his business and professional time and efforts to the

 

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