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Title: |
Employment Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
43KB total |
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Price: |
$34 |
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ID: |
#2797046 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the Agreement) is entered into on April 10, 2007 (the Effective Date), by and between Integrated Electrical Services, Inc. (the Company) and Raymond Guba (the Executive).
WHEREAS, the Company desires to employ Executive as Senior Vice President & Chief Financial Officer of the Company from and after the Effective Date until such date as his employment shall end pursuant to the terms and conditions contained herein;
WHEREAS, Executive desires to be employed by the Company in such position and for such period pursuant to the terms and conditions contained herein;
NOW, THEREFORE, for and in consideration of the mutual promises, covenants, and undertakings contained in this Agreement, and intending to be legally bound, the Company and Executive agree as follows:
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I. |
Employment Term. |
Executive and the Company acknowledge that this employment relationship may be terminated at any time, upon written notice to the other party for any reason, at the option either of the Company or Executive. However, as described in this Agreement, Executive may be entitled to certain severance benefits depending upon the circumstances of Executives termination of employment. The period Executive is employed by the Company under this Agreement is referred to herein as the Employment Term.
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II. |
Position. |
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A. |
During the Employment Term, Executive shall serve as the Companys Senior Vice President & Chief Financial Officer. In such position, Executive shall have report to the President and Chief Executive Officer of the Company and shall have authority, responsibilities, and duties reasonably accorded to, expected of and consistent with Executives position. |
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B. |
During the Employment Term, Executive will devote Executives full business time and best efforts to the performance of Executives duties hereunder and will not engage in any other activity (for compensation or otherwise) which would, either individually or in the aggregate, conflict or interfere with or otherwise adversely affect the rendition of such performance either directly or indirectly, without the prior written consent of the Board. |
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III. |
Compensation. |
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A. |
Base Salary. During the Employment Term, the Company shall pay Executive a base salary at the annual rate of $350,000, payable in accordance with the Companys payroll practices (the Base Salary). Executive shall be entitled to such increases in Base Salary, if any, as may be determined on at least an annual |
basis in the sole discretion of the Compensation Committee of the Board (the Compensation Committee).
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B. |
Annual Bonus. For the Companys fiscal year (Fiscal Year) 2007 and for each successive Fiscal Year during the Employment Term, Executive shall be given the opportunity to earn an incentive bonus (the Annual Bonus). Executives target Annual Bonus Opportunity for each Fiscal Year during the Employment Term shall be 50% of Base Salary (the Annual Bonus Opportunity). The actual amount payable to Executive as an Annual Bonus with respect to a Fiscal Year (or portion thereof) shall be dependent upon the achievement of performance objectives established by the Compensation Committee during such Fiscal Year and may be greater or less than the Annual Bonus Opportunity. That portion of the Executives Annual Bonus Opportunity that is tied to objective targets established by the Compensation Committee may not be subsequently reduced by the Committee. The Compensation Committee reserves the sole and exclusive right to determine whether the Executive may be entitled to a discretionary bonus and to determine what if any criteria may be considered in making such decision. Any Annual Bonus shall be paid at the same time as similar bonuses are payable to other executive officers of the Company, but in no event later than two and a half (2-1/2) months following the end of the Fiscal Year with respect to which such Annual Bonus is to be paid. | |
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1. |
Fiscal Year 2007 Annual Bonus. Notwithstanding the foregoing, the Company will guarantee a minimum Annual Bonus payment of $50,000 for Fiscal Year 2007. |
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C. |
Signing Bonus. Executive shall receive a $50,000 signing bonus. One-half of this signing bonus ($25,000) shall be paid to the Executive on the first payroll period following employment. If Executive is actively employed by the Company on October 1, 2007, the Executive shall be paid the second half of the Signing Bonus ($25,000) on the first payroll period following October 1, 2007. | |
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D. |
Restricted Stock. On the Effective Date, Executive shall receive a grant of 20,000 restricted Company common shares under the Equity Plan (the Restricted Shares). The Restricted Shares shall vest one-third (1/3) on each of the first, second and third anniversaries of the Effective Date. The terms of the Restricted Shares shall be governed by the Equity Plan and the Restricted Stock Award Agreement to be executed on the Effective Date. | |
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E. |
Options. On the Effective Date, Executive shall receive a grant of a nonqualified option to purchase 30,000 Company common shares under the Equity Plan (the Option). The Option shall vest one-third (1/3) on each of the first, second and third anniversaries of the Effective Date. The terms of the Option shall be governed by the Equity Plan and the Option Award Agreement to be executed on the Effective Date. | |
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F. |
Employee Benefits. During the Employment Term, Executive shall be eligible to participate in the Companys employee benefit plans as in effect from time to | |
time (collectively Employee Benefits) on the same basis as such employee benefit plans are generally made available to other senior executives of the Company. During the eligibility waiting period, the Company will reimburse the cost for Executive to continue his health insurance coverage through COBRA participation with his current employer or provider.
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1. |
Vacation. During the term of employment Executive shall be entitled to four (4) weeks of annual vacation leave. Such leave shall be administered in accordance with Company policy. | |
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2. |
Automobile Allowance. During the Employment Term, Executive shall be entitled to an automobile allowance of $1,500 per month. | |
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G. |
Business Expenses. During the Employment Term, reasonable business expenses incurred by Executive in the performance of Executives duties hereunder shall be reimbursed by the Company in accordance with the Companys expense policy. | |
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IV. |
Termination. The Employment Term and Executives employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least thirty (30) days advance written notice of any resignation of Executives employment. Notwithstanding any other provision of this Agreement, the provisions of this Section IV shall exclusively govern Executives rights upon termination of employment with the Company and its affiliates. | ||
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A. |
By the Company For Cause or Resignation By Executive Without Good Reason. |
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1. |
The Employment Term and Executives employment hereunder may be terminated by the Company for Cause (as defined below) or by Executives resignation without Good Reason (as defined in Section IV.C.2 herein); |
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