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Document Preview Employment Agreement |
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Title: |
Employment Agreement |
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Entities: |
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Date: |
2007 |
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Size: |
Preview shows 10KB of 45KB total |
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Price: |
$48 |
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ID: |
#2860926 |
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this Agreement) is made and entered into as of this 18th day of December, 2002, by and between LBI Holdings I, Inc., a California corporation (the Company), and Winter Horton (the Employee).
WHEREAS, this Agreement shall govern the employment relationship between the parties from and after the date stated above and supersedes and negates all previous agreements made between the parties, whether written or oral, relating to the Employees employment with the Company and its wholly-owned subsidiary corporations.
NOW, THEREFORE, in consideration of the foregoing, and the mutual promises and covenants contained below, the parties agree as follows:
1. EMPLOYMENT
| 1.1 | Position. The Company hereby engages the Employee on an exclusive basis to render personal services as a corporate vice-president of the Company. The Employee shall perform such duties and have such responsibilities as assigned from time to time by the Company. Without limiting the Companys discretion concerning the assignment of future duties to the Employee, it is presently expected that a majority of the Employees duties will be performed in Texas and will be related to the Companys operations in Texas. The Employee hereby accepts such employment and agrees to devote his full employment energies, interest, abilities and time to the performance of his duties hereunder. The Employee shall promptly and faithfully comply with all the rules and regulations of applicable governmental regulatory agencies and with the instructions, directions, requests, rules and regulations of the Company in connection with the performance of his duties. |
| 1.2 | Company Representations And Warranties. The Company represents and warrants to the Employee that this Agreement has been duly and validly authorized and executed by and on behalf of the Company in accordance with its Articles of Incorporation and By-Laws and that this Agreement constitutes the lawful and valid obligation of the Company enforceable against the Company in accordance with its terms. |
| 1.3 | Term. The initial term of employment under this Agreement shall be for a period commencing on the date stated above and shall continue, subject to the provisions of this Agreement, until December 31, 2009, inclusive. |
| 1.4 | Employees Willingness to Relocate. Employee hereby agrees that as a condition of his employment, Employee shall, upon the request of the Company, relocate as directed by the Company. Employee agrees to continue the performance of his duties as outlined in this Agreement in the new location designated by the Company. |
PORTIONS DENOTED WITH [****] HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.
2. COMPENSATION
| 2.1 | Salary. During the term of this Agreement, the Company shall pay to the Employee a salary at the rate of $275,000 per year (less taxes and required withholdings), increased periodically as set forth in this Section 2.1. The Employees salary shall be paid in accordance with the Companys normal payroll practice. On May 1, 2003 and on each May 1 thereafter during the term of this Agreement, the Company shall increase the Employees salary by five percent (5%) of the salary in effect immediately before such increase. |
| 2.2 | Discretionary Bonuses. Employee may receive bonuses based on Employees performance of his duties and responsibilities, as determined by the Company in its sole discretion. Whether a bonus is awarded to Employee under this Section 2.2, the amount of such bonus, and the timing of such bonus, shall be determined by the Company in its sole discretion. |
| 2.3 | Incentive Plan. The Employee shall, if the conditions set forth in this section are satisfied, earn up to [****] percent ([****]%) of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds $[****] ($[****] is referred to herein a the Threshold Amount) (the Incentive Plan). The Net Value of the Company shall be determined as set forth in Section 2.3.3(a) below. The Net Value of the Company shall be determined as of December 31, 2009 or, in the event a Change in Control occurs, as of the date on which the Change in Control occurs. Such determination shall be made as soon as feasible following December 31, 2009 or following the occurrence of the Change in Control, as applicable, under the method described in Section 2.3.3(a) below. [****] percent ([****]%) of the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount shall be the maximum possible payment under the Incentive Plan (the Maximum Possible Payment) if the Employee becomes fully vested in all of the components of the Incentive Plan. Notwithstanding anything to the contrary herein, if, as a result of a sale, other offering of equity by the Company (including an offering through an employee plan or agreement, such as, for example, an agreement providing for payments to another employee similar to the Incentive Plan), or other similar transaction, which dilutes the ownership in the Company by Jose Liberman and Lenard Liberman and their spouses, lineal descendants or heirs and devisees and any trusts or entities controlled by any of the foregoing (collectively, the Liberman Family), the Maximum Possible Payment shall be the amount equal to the product of (x), (y) and (z), where (x) is a fraction, the numerator of which is the percentage of the Company owned by the Liberman Family as of the applicable date of determination, and the denominator of which is one, (y) is [****]% and (z) is the amount (if any) by which the Net Value of the Company as of the applicable date of determination exceeds the Threshold Amount. |
2.3.1 Vesting.
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