Employment Agreement (26K)
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EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into this 19th day of
August, 2002 (the "Effective Date"), between UNIFAB International, Inc., a
Louisiana corporation (the "Company"), and William A. Downey, an individual
residing in St. Charles Parish, Louisiana (the "Employee");
WITNESETH:
WHEREAS, the Company desires to retain the benefit of
Employee's experience, knowledge, reputation and contacts to benefit the
Company's business; and
WHEREAS, the Employee is willing to undertake the duties
hereinafter set forth and to be subject to the restrictions hereinafter
specified in exchange for the compensation herein set forth;
NOW, THEREFORE, the Company and the Employee agree as follows:
1. Term. The Company hereby retains the Employee as a
Consultant with respect to all operations of the Company for a term commencing
on the Effective Date and continuing until August 18, 2006 (the "Expiration
Date"), which period of employment may be terminated under the terms and
conditions set forth in paragraph 7 (such period being hereinafter sometimes
called the "Term of this Agreement"). The Employee accepts such employment and
agrees to perform the services specified herein, all upon the terms and
conditions hereinafter stated.
2. Duties as Employee. The Employee shall serve the Company in
the capacity of a Consultant with respect to all operations of the Company and
shall report to, and be subject to the general direction and control of, the
Board of Directors of the Company (the "Board"), the Chief Executive Officer
("CEO") of the Company and the President of the Company.
3. Time and Availability.
a. Initial Period. The Employee shall devote his full
business time and attention to the business of the Company during the period
August 19, 2002 through August 18, 2003 (the "Initial Period"), and, except as
may be specifically permitted by the Company, shall not engage in any other
business activity during the Initial Period. The foregoing shall not be
construed as preventing the Employee from making passive investments in other
businesses or enterprises during the Initial Period, provided, however, that
such investments do not require services on the part of the Employee which would
in any way impair the performance of his duties under this Agreement. Employee
will not be required by the Company to relocate during the Term of this
Agreement.
b. Second Period. After the Initial Period for the
remaining Term of this Agreement ("Second Period"), the Employee shall devote by
telephone such time and attention to the business of the Company as requested by
the Board, CEO and/or President. Employee also shall participate in special
Company projects from time to time as requested by the Board, CEO and/or
President provided employee and the Company can mutually agree upon Employee's
compensation for such participation.
4. Compensation. As regular compensation for all services
rendered by Employee during the Term of this Agreement to the Company, its
subsidiaries and affiliates, and for the agreements of the Employee
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