Preview | Severance and Non-Competition Agreement |

Severance and Non-Competition Agreement

SEVERANCE AND NON-COMPETITION AGREEMENT

THIS Agreement made as of the 16th day of May, 2006, between Maritrans Inc., a Delaware corporation (the Company), and Matthew J. Yacavone (the Employee).

WHEREAS, the Employee is employed by the Company as its Vice President, Business Planning and Development; and

WHEREAS, the Employee and a subsidiary of the Company had entered into an Agreement on December 2, 2003, that set forth certain of the terms and conditions related to that employment (the Prior Agreement); and

WHEREAS, the Employee and the Company now wish to enter into an Agreement that will supersede the Prior Agreement and, in consideration for the Employee agreeing not to compete with the Company, will set forth the compensation the Employee will receive, as a cushion against the financial and career impact on the Employee in the event the Employees employment with the Company is terminated without cause;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:

1. Definitions. For all purposes of this Agreement, the following terms shall have the meanings specified in this Section unless the context clearly requires otherwise:

(a) Affiliate and Associate shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the Exchange Act).

(b) Base Compensation shall mean the sum of the Employees (i) Base Salary, at the rate in effect on the Termination Date or at the time of a Change of Control, whichever is higher, and (ii) target bonus for the Employee under the Companys Annual Incentive Plan for the fiscal year prior to the year in which the Termination Date occurs, before reduction by any and all salary reduction authorized amounts under any of the Companys benefit plans or programs. Base Compensation shall not include any amounts attributable to the exercise of stock options by the Employee or the vesting of restricted stock, or any other payments in cash or stock under any equity compensation plan of the Company.

(c) Base Salary shall mean the Employees salary, at the rate in effect on the Termination Date or at the time of a Change of Control, whichever is higher.

(d) Beneficial Owner of any securities shall mean:

(i) that such Person or any of such Persons Affiliates or Associates, directly or indirectly, has the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing) or upon the exercise of conversion rights, exchange rights, rights,

warrants or options, or otherwise, securities of the Company; provided, however, that a Person shall not be deemed the Beneficial Owner of securities tendered pursuant to a tender or exchange offer made by such Person or any of such Persons Affiliates or Associates until such tendered securities are accepted for payment, purchase or exchange;

(ii) that such Person or any of such Persons Affiliates or Associates, directly or indirectly, has the right to vote or dispose of or has beneficial ownership of (as determined pursuant to Rule 13d-3 of the General Rules and Regulations under the Exchange Act), including without limitation pursuant to any agreement, arrangement or understanding, whether or not in writing; provided, however, that a Person shall not be deemed the Beneficial Owner of any security under this subsection (ii) as a result of an oral or written agreement, arrangement or understanding to vote such security if such agreement, arrangement or understanding (A) arises solely from a revocable proxy given in response to a public proxy or consent solicitation made pursuant to, and in accordance with, the applicable provisions of the General Rules and Regulations under the Exchange Act, and (B) is not then reportable by such Person on Schedule 13D under the Exchange Act (or any comparable or successor report); or

End of Preview

Home Intelligence Services Subscriptions News About Us