Home

Intelligence

Services

Subscriptions

News

About Us

Sign In

 

Document Preview

Executive Employment Agreement

 

Click "Add to Cart" button to purchase document. 
Documents are emailed immediately after purchase. 
You can also browse documents by
title, category, or company... or click here for help finding documents.

 

Title:

Executive Employment Agreement

Entities:

On Line Interpreters, Inc.; Vedder, Price, Kaufman & Kammholz P.C.

Date:

2004

Size:

Preview shows 9KB of 41KB total

Price:

$40

ID:

#1873006

 

 

► Employment ► Employment ► Executive Employment Agreements
► Services ► Legal

 

 

Start of Preview


 

EXECUTIVE EMPLOYMENT AGREEMENT

 

This EXECUTIVE EMPLOYMENT AGREEMENT (this ?Agreement?) is made as of June 11, 2004 (the ?Effective Date?) by and between Language Line, Inc., a Delaware corporation (the ?Company?), and Dennis Dracup (?Executive?).

 

WHEREAS, the Company has offered and Executive has accepted a position of employment with the Company as the Company?s president and chief executive officer.

 

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

Section 1. Employment. The Company will employ Executive, and Executive accepts employment with the Company, upon the terms and conditions set forth in this Agreement, for the period beginning on the date of this Agreement and ending at the close of business on the Business Day prior to the fifth anniversary of the Effective Date, unless sooner terminated as provided in Section 5 hereof or extended as provided herein (the ?Employment Period?), provided that, unless it is or has been otherwise terminated in accordance with Section 5, the Employment Period will be automatically extended for additional an one-year period commencing on such fifth anniversary and on each anniversary of the Effective Date thereafter, unless either party gives written notice at least 30 days prior to the then-scheduled expiration date that such party is electing not to have the expiration date so extended.

 

Section 2. Position and Duties. During the Employment Period, Executive will serve as Chairman of the Board of Managers of Holdings (the ?Board?) and as the president and chief executive officer of Holdings and each of its Subsidiaries and render such managerial, analytical, administrative, marketing, creative and other executive services to Holdings and its Subsidiaries as are from time to time necessary in connection with the management and affairs of Holdings and its Subsidiaries, in each case subject to the authority of the Board. Executive will devote his best efforts and all of his business time and attention (except for permitted vacation periods and reasonable periods of illness or other incapacity) to the business and affairs of Holdings and its Subsidiaries. Executive will report directly to the Board. Anything herein to the contrary notwithstanding, nothing shall preclude Executive from (i) subject to the approval of the Board (which it will not unreasonably withhold), serving on the boards of directors of trade associations and/or charitable organizations, (ii) engaging in charitable activities and community affairs and (iii) managing his personal investments and affairs, provided that the activities described in the preceding clauses (i) through (iii) do not materially interfere with the performance of his duties and responsibilities hereunder.

 

Section 3. Salary and Benefits.

 

(a) Salary. During the Employment Period, the Company will pay Executive salary at a rate equal to $350,000 per annum (as in effect from time to time, the ?Salary?) as

 


compensation for services. The Salary will be payable in regular installments in accordance with the general payroll practices of the Company and its Subsidiaries. The Salary will increase by 5% on each anniversary of this Agreement during the Employment Period.

 

(b) Benefits. During the Employment Period, the Company will provide Executive with family health and dental, life, long-term Disability and directors? and officers? liability insurance under such plans as the Board may establish or maintain from time to time for senior executive officers of the Company and its U.S. Subsidiaries (collectively, the ?Benefits?). Executive will be entitled to 25 days of paid vacation each year. Up to 15 days of unused vacation may be carried over to the following year (and eligible to be used in that following year only) in addition to the 25 days of paid vacation due in that year, with the 25 days allotted for such following year to be utilized prior to the utilization of any such days that are carried over.

 

(c) Reimbursement of Expenses. During the Employment Period, the Company will reimburse Executive for all reasonable out-of-pocket expenses incurred by him in the course of performing his duties under this Agreement which are consistent with the Company?s policies in effect from time to time with respect to travel, entertainment and other business expenses, subject to the Company?s requirements with respect to reporting and documentation of such expenses. The Company will reimburse Executive for reasonable third party professional fees associated with the review of this Agreement and the Incentive Unit Agreement up to a total aggregate amount not to exceed $20,000.

 

Section 4. Bonuses.

 

(a) Following the end of each fiscal year during the Employment Period, in addition to Salary, the Board will award Executive a cash bonus (the ?Bonus?) of up to 100% of the amount of Salary paid during such fiscal year. The Bonus will be payable in the following amounts and on the following events (i) a Bonus of up to 50% of such Salary will be paid if the Company achieves between 90% and 100% of the EBITDA target (the ?Investment Plan Target?) for such fiscal year as set out in Schedule 1 (the ?Investment Plan?); and (ii) an additional Bonus of up to 50% of such Salary will be paid if the Company achieves between 100% and 120% of the Investment Plan Target for such fiscal year; provided however, that the Board may adjust the amount of the Investment Plan Target (subject to Executive?s approval, which will not be unreasonably withheld) for the current or any future fiscal year if the Company or any of its Subsidiaries makes any material acquisition or disposition or other material change in the nature of scope of its business. The Bonus will be computed in accordance with the chart set forth on Schedule 2 attached hereto. In addition, the Board, in its sole discretion, may elect to pay an extra bonus to Executive following any fiscal year to reward extraordinary performance of the Executive and/or any other facts and circumstances that the Board, in its sole discretion, may deem relevant. Any bonus awarded under this Agreement will be payable in accordance with the general payroll practices of the Company and its U.S. Subsidiaries, but not prior to the receipt by the Company of audited consolidated financial statements for the Company and its Subsidiaries for the applicable fiscal year.


 

End of Preview

 

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC