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Corporate Executive Employment Agreement

 

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Title:

Corporate Executive Employment Agreement

Entities:

James P. McClure; Abm Industries Inc /de/

Date:

2004

Size:

Preview shows 9KB of 51KB total

Price:

$36

ID:

#194774

 

 

► Employment ► Function ► Employment Agreements (Division Leads)

 

 

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                    CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT


THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made effective as
of November 1, 2003, by and between JAMES P. MCCLURE ("Executive") and ABM
INDUSTRIES INCORPORATED ("Company") for itself and on behalf of its subsidiary
corporations as applicable herein.

WHEREAS, Company is engaged in the building maintenance and related service
businesses, and

WHEREAS, Executive is experienced in the administration, finance, marketing,
and/or operation of such services, and

WHEREAS, Company has invested significant time and money to develop proprietary
trade secrets and other confidential business information, as well as invaluable
goodwill among its customers, sales prospects and employees, and

WHEREAS, Executive wishes to, or has been and desires to remain employed by
Company, and to utilize such proprietary trade secrets, other confidential
business information and goodwill, and

WHEREAS, Company has disclosed or will disclose to Executive such proprietary
trade secrets and other confidential business information which Executive will
utilize in the performance of this Agreement;

NOW THEREFORE, Executive and Company agree as follows:

A. EMPLOYMENT: Company hereby agrees to employ Executive, and Executive
hereby accepts such employment, on the terms and conditions set forth
in this Agreement.

B. TITLE: Executive's title shall be Executive Vice President and
President of ABM Janitorial Services, subject to modification as
mutually agreed upon by both Company and Executive.

C. DUTIES & RESPONSIBILITIES: Executive shall be expected to assume and
perform such executive or managerial duties and responsibilities as are
assigned from time-to-time by the Company's Chief Executive Officer or
his or her designee, to whom Executive shall report and be accountable.

D. TERM OF AGREEMENT: Employment hereunder shall be deemed effective as of
November 1, 2003, for a term of two years ("Initial Term"), unless
sooner terminated pursuant to Paragraph O hereof, or later extended
pursuant to Paragraph N hereof ("Extended Term").

E. PRINCIPAL OFFICE: During the Initial Term and any Extended Term, as
applicable, of this Agreement, Executive shall be based at a Company
office located in San Francisco in the state of California ("State of
Employment"), or such other location as shall be mutually agreed upon
by Company and Executive.

F. COMPENSATION: Company agrees to compensate Executive, and Executive
agrees to accept as compensation in full, for Executive's assumption
and performance of duties and responsibilities pursuant to this
Agreement:

1. SALARY: A salary paid in equal installments of no less
frequently than semi-monthly at the annual rate set forth in
Paragraph X.1 hereof.

2. BONUS: A bonus or other incentive or contingent compensation,
if any, pursuant to Paragraph X.2 hereof.

3. FRINGE BENEFITS: Executive shall receive the then current
fringe benefits generally provided by Company to all of its
Executives. Such benefits may include but not be limited to
the use of a

Corp Exec Officer INITIALS: EXECUTIVE /s/JPM COMPANY /s/DMD

{PAGE}

EXHIBIT 10.24 Page 2 of 11

Company-leased car or a car allowance, group health benefits,
long-term disability benefits, group life insurance, sick leave
and vacation. Each of these fringe benefits is subject to the
applicable Company policy at all times. Executive expressly
agrees that should he or she terminate employment with Company
for the purpose of being re-employed by a Company affiliate, he
or she shall "carry-over" any previously accrued but unused
vacation balance to the books of the affiliate.

Company reserves the right to add, increase, reduce or
eliminate any fringe benefit at any time, but no such benefit
or benefits shall be reduced or eliminated as to Executive
unless generally reduced or eliminated as to comparable
executives within the Company.

4. LIMIT: To the extent that any compensation to be paid to
Executive under this Agreement would be non-deductible by the
Company as a result of the $1 million compensation limit
provisions of Section 162(m) of the Internal Revenue Code of
1986, as amended (the "Code"), then such compensation shall not
be paid out to Executive at that time but shall instead be
deferred and paid without interest to Executive (subject to
applicable withholding and only to the extent that payment of
such deferred amount is fully deductible under Code Section
162(m)) in the first month of the taxable year following the
taxable year of deferral. If the subsequent payment of the
deferral is itself subject to further deferral pursuant to this
Paragraph F.4, then such further deferred amount shall instead
be paid in the first month of the next following taxable year.

G. PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES: Company shall pay
directly or reimburse Executive for reasonable business expenses of
Company incurred by Executive in connection with Company business, and
approved in writing by the person(s) to whom Executive reports pursuant
to Paragraph C hereof, upon presentation to such person(s) by Executive
within sixty (60) days after incurring such expense of an itemized
request for payment including the date, nature, recipient, purpose and
amount of each such expense, accompanied by receipts for all such
expenses in accordance with Company policy.

H. BUSINESS CONDUCT: Executive shall comply with all applicable laws
pertaining to the performance of this Agreement, and with all lawful
and ethical rules, regulations, policies, codes of conduct, procedures
and instructions of Company, including but not limited to the
following:

1. GOOD FAITH: Executive shall not act in any way contrary to the
best interest of Company. Executive agrees that if he or she
is approached by any person to discuss a possible acquisition
or other transaction that could result in a change of control
of the Company, Executive will immediately advise the
Company's General Counsel and Chair of the Nominating,
Governance and Succession Committee of the Board of Directors.

2. BEST EFFORTS: During all full-time employment hereunder,
Executive shall devote full working time and attention to
Company. Notwithstanding any other agreement to the contrary,
Executive shall not at any time be directly or indirectly
employed by, own, operate, assist or otherwise be involved,
invested or associated in any business that is similar or
competitive to any business of Company; except that Executive
may own up to five percent (5%) of such publicly-held
business(es), provided that Executive: (a) shall give Company
notice(s) of any such ownership exceeding two percent (2%), in
accordance with Paragraph W hereof, and (b) shall not at any
time be directly or indirectly employed by or operate, assist,
or otherwise be involved or associated with any such
business(es).

3. VERACITY: Executive shall make no claims or promises to any
employee, supplier, contractor, customer or sales prospect of
Company that are unauthorized by Company or are in any way
untrue.

4. DRIVER'S LICENSE: Executive shall have a driver's permit
issued by Company and shall carry a valid driver's license

 

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