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Employment Agreement
Employment Agreement (26K)
Doc #101410: Click preview link for longer preview.
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
101410
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UNIFAB Int'l
As referenced in this Employment Agreement:
UNIFAB International, – 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
UNIFAB International, – William A. Downey
103 Beaupre Drive
Luling, LA 70070
44
{PAGE}
If to the Company: UNIFAB International, Inc.
P.O. Box 11308
5007 Port Road
New Iberia, LA 70560
ATTENTION: Martin
UNIFAB INTERNATIONAL, – parties hereto have executed this
Agreement on the date and year first above written.
COMPANY:
UNIFAB INTERNATIONAL, INC.
By: /s/ Allen C. Porter, Jr.
------------------------
Name: Allen C. Portrer, Jr.
---------------------
Title: President
---------
dt 30629
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| William A. Downey
|
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Subscribers | 2003 |
Executive Employment Contract
Executive Employment Contract (19K)
Doc #119147: Click preview link for longer preview.
EXECUTIVE EMPLOYMENT CONTRACT
This Executive Employment Contract ("Employment Contract") effective as of
the 1st day of May, 2003, between Huttig Building Products, Inc., a Delaware
corporation, with its principal office located at 555 Maryville University
Drive, Suite 240, St. Louis, Missouri 63141, hereinafter termed "Company", and
Michael A. Lupo, hereinafter termed "Executive".
In consideration of the premises and the representations, warranties,
covenants and agreements contained herein, the Company and the Executive agree
as follows:
1. Employment. The Company hereby employs the Executive as its President
and Chief Executive Officer and the Executive hereby accepts such employment
from the Company upon the terms and conditions hereinafter set forth.
2. Term of Employment.
(a) In General. The term of this Employment Contract shall begin on
the 1st day of May, 2003 ("Commencement Date") and shall continue until April
30, 2005.
(b) Termination Without Cause. Either party may terminate this
Employment Contract without cause upon not less than sixty (60) days prior
written notice to the other party.
(c) Termination by the Company. In addition to its rights of
termination under Section 2(b) above, this Employment Contract may be terminated
at any time by the Company upon notice to Executive upon the occurrence of any
of the following events:
(i) In the event the Executive shall be found guilty of fraud,
dishonesty or other acts of material misconduct with respect to the
business of the Company;
(ii) In the event of a Change in Control, which, for purposes of
this Employment Contract, means
(a) The acquisition, other than from the Company, by any
individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")) of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the
Exchange Act) of 50% or more of either the then outstanding
shares of common stock of the Company or the combined voting
power
119147
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Huttig Building
As referenced in this Executive Employment Contract:
Huttig Building Products, – Executive Employment Contract ("Employment Contract") effective as of
the 1st day of May, 2003, between Huttig Building Products, Inc., a Delaware
corporation, with its principal office located at 555 Maryville University
Drive,
Huttig Building Products, – designated in
writing by the party to receive such notice.
(a) If to the Company: Huttig Building Products, Inc.
555 Maryville University Drive, Suite 240
St. Louis, Missouri 63141
Attention: Vice President -
Huttig Building Products, – has hereunto set his
hand, as of the day and year first-above written.
COMPANY:
Huttig Building Products, Inc.
By: /s/ R. S. Evans
------------------------------------
Name: Robert S. Evans
Title: Chairman
EXECUTIVE:
/s/
dt 28575
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| Michael A. Lupo
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Subscribers | 2003 |
Change of Control Agreement [Form]
Change of Control Agreement [Form] (40K)
Doc #119281: Click preview link for longer preview.
HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware
corporation (the "Company"), and ______________ (the "Employee"), dated
November 19, 2002.
The Board of Directors of the Company (the "Board"), on the advice of its
Organization and Compensation Committee, has determined that it is in the best
interests of the Company and its stockholders to assure that the Company will
have the continued dedication of the Employee as ____________________________ of
the Company, notwithstanding the possibility, threat, or occurrence of a Change
of Control (as defined below) of the Company. The Board believes it is
imperative to diminish the inevitable distraction of the Employee by virtue of
the personal uncertainties and risks created by a pending or threatened Change
of Control, to encourage the Employee's full attention and dedication to the
Company currently and in the event of any threatened or pending Change of
Control, and to provide the Employee with compensation arrangements upon a
Change of Control which provide the Employee with individual financial security
and which are competitive with those of other corporations and, in order to
accomplish these objectives, the Board has caused the Company to enter into this
Agreement. This Agreement shall generally become effective on the Effective
Date, provided that the covenants contained in Section 10 of this Agreement
shall be effective immediately upon execution of this Agreement.
NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:
1. Certain Definitions.
(a) The "Effective Date" shall be the first date during the "Change of
Control Period" (as defined in Section 1(b)) on which a Change of Control
occurs. Anything in this Agreement to the contrary notwithstanding, if the
Employee's employment with the Company is terminated prior to the date on which
a Change of Control occurs, and it is reasonably demonstrated that such
termination (1) was at the request of a third party who has taken steps
reasonably calculated to effect a Change of Control or (2) otherwise arose in
connection with or anticipation of a Change of Control, then for all purposes of
this Agreement the "Effective Date" shall mean the date immediately prior to the
date of such termination.
(b) The "Change of Control Period" is the period commencing on the date
hereof and ending on the earlier to occur of (i) the third anniversary of such
date or (ii) the first day of the month next following the Employee's normal
retirement date ("Normal Retirement Date") under the Huttig Building Products,
Inc. Savings & Investment Plan, or any successor retirement plan (the
"Retirement Plan"); provided, however, that commencing on the date one year
after the date hereof, and on each annual anniversary of such date (such date
and each annual anniversary thereof is hereinafter referred to as the "Renewal
Date"), the Change of Control Period shall be automatically extended so as to
terminate on the earlier of (x) three years from such Renewal Date or (y) the
first day of the month coinciding with or next following the Employee's Normal
Retirement Date, unless at least 60 days prior to the Renewal Date the Company
shall give notice that the Change of Control Period shall not be so extended.
119281
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Huttig Building
As referenced in this Change of Control Agreement [Form]:
HUTTIG BUILDING PRODUCTS, –
{DOCUMENT}
{TYPE}EX-10.31
{SEQUENCE}7
{PAGE}
EXHIBIT 10.31
HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a
HUTTIG BUILDING PRODUCTS, – EXHIBIT 10.31
HUTTIG BUILDING PRODUCTS, INC.
CHANGE OF CONTROL AGREEMENT
AGREEMENT by and between HUTTIG BUILDING PRODUCTS, INC., a Delaware
corporation (the "Company"), and ______________ (the "Employee"), dated
November 19, 2002.
Huttig Building Products, – the month next following the Employee's normal
retirement date ("Normal Retirement Date") under the Huttig Building Products,
Inc. Savings & Investment Plan, or any successor retirement plan (the
"Retirement Plan"); provided, however,
Huttig Building Products, – prepaid, addressed as follows:
If to the Employee:
___________________
___________________
___________________
If to the Company:
Huttig Building Products, Inc.
555 Maryville University Dr.
St. Louis, MO 63141
Attention: Secretary
or to such
HUTTIG BUILDING PRODUCTS, – behalf, all as of the
day and year first above written.
EMPLOYEE
________________________________________
[Print name]
HUTTIG BUILDING PRODUCTS, INC.
By:_____________________________________
Barry J. Kulpa
President and Chief Executive Officer
12
dt 28576
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Subscribers | 2003 |
Initial Collective Bargaining Agreements
Initial Collective Bargaining Agreements (180K)
Doc #151284: Click preview link for longer preview.
INITIAL COLLECTIVE BARGAINING AGREEMENTS
("ICBA") BETWEEN MAVERICK TUBE CORPORATION
AND THE USWA TO BE APPLICABLE AS NOTED AT THE USWA
BARGAINING UNITS AT THE COUNCE, TN, YOUNGSTOWN, OH,
AND ELYRIA, OH PLANTS
ENTERED INTO: ____________, 2002
EFFECTIVE DATE: ___________, 2002
{PAGE}
TABLE OF CONTENTS
Article Section Page
AGREEMENT........................... 10
ONE PURPOSE AND
INTENT OF AGREEMENT
Purpose.............................1 11
Observance..........................2 13
TWO RECOGNITION
Employee Defined....................1 13
Disputed Exclusions.................2 13
Supervisors Working.................3 14
THREE SENIORITY
Promotions and Layoffs..............1 15
Units...............................2 16
Continuous Service Record...........3 17
Probationary Employees..............4 20
Temporary Vacancies.................5 21
Distribution of Work................6 21
Filling of Vacancies................7 22
Union Officers......................8 22
Leaves for Union Business...........9 23
Continuous Service Lists............10 24
Veteran Limitation..................11 24
FOUR RIGHTS OF EMPLOYER.................. 24
FIVE ADJUSTMENT OF COMPLAINTS
AND GRIEVANCES
Purpose and Definition..............1 25
Processing of Grievances and
Complaints..........................2 25
General Provisions 3 27
{PAGE}
TABLE OF CONTENTS
Article Section Page
SIX SUSPENSION AND DISCHARGE
OF EMPLOYEES........................ 31
SEVEN NO STRIKE - NO LOCKOUT.............. 32
EIGHT SAFETY AND HEALTH
General Provisions.................1 32
Unusual Conditions.................2 35
Joint Safety and Health Committee..3 36
Use of Disciplinary Records........4 40
Alcoholism and Drug Abuse..........5 40
Safety and Health Training.........6 41
Medical Records....................7 42
NINE COMPANY AND UNION ACTIVITY
Interference or Discrimination.....1 43
Union Activity.....................2 43
Intimidation or Coercion...........3 43
Nondiscrimination..................4 44
Civil Rights Committee.............5 44
TEN EMPLOYEES IN MILITARY SERVICE
Reemployment.......................1 45
Training Programs..................2 46
Leave of Absence...................3 46
Educational Leave of Absence.......4 46
Disabled Veterans..................5 47
Vacations..........................6 47
Military Encampment Allowance......7 48
ELEVEN HOURS OF WORK AND OVERTIME
Definitions........................1 48
Reporting Pay......................2 49
Overtime...........................3 51
{PAGE}
TABLE OF CONTENTS
Article Section Page
ELEVEN HOURS OF WORK AND
OVERTIME (Continued)
Allowance for Jury or Witness
Service...........................4 54
Allowance for Funeral Leave........5 54
TWELVE VACATIONS
Eligibility........................1 55
Benefits Forfeited.................2 56
Service Date.......................3 57
Length of Vacations................4 57
Scheduling.........................5 60
Vacation Pay or Allowance..........6 61
THIRTEEN HOLIDAYS
Holidays Enumerated................1 64
Pay for Holidays Not Worked........2 65
Vacation...........................3 66
Part-Time Employee.................4 67
Rate of Pay........................5 67
Part-Shift Work on Holiday.........6 68
FOURTEEN WAGES
Standard Hourly Wage Scales........1 68
Application of the Standard
Hourly Wage Scales................2 71
Production and Maintenance Jobs....3 71
Trade, Craft or Multiple-Rated
Jobs..............................4 71
Learner Jobs.......................5 72
Inadequate Complaints or
Grievances Prohibited 7 77
{PAGE}
TABLE OF CONTENTS
Article Section Page
FOURTEEN WAGES (Continued)
Correction of Errors...............8 77
Shift Differentials................9 77
Sunday Premium....................10 78
FIFTEEN CHECKOFF............................ 84
SIXTEEN SEVERANCE ALLOWANCE
Permanent Closing..................1 85
Eligibility........................2 86
Benefits...........................3 86
Duplication........................4 87
Election Concerning Layoff
Status............................6 88
Payment of Allowance...............7 89
SEVENTEEN SUB
GRIEVANCES.......................... 89
EIGHTEEN
NINETEEN TERM OF AGREEMENT................... 94
{PAGE}
APPENDIX STANDARD HOURLY
A WAGE SCALES OF
RATES.......................... 97
LETTER AGREEMENT
CONCERNING SAFETY
SHOE ALLOWANCE................ 100
LETTER AGREEMENT
CONCERNING A
GAINSHARING PLAN............... 105
LETTER AGREEMENT
CONCERNING MAINTENANCE
EFFICIENCIES................... 114
LETTER AGREEMENT
CONCERNING CERTAIN
MATTERS PERTAINING TO
SAFETY AND HEALTH.............. 118
LETTER AGREEMENT
CONCERNING VACATION............ 124
LETTER AGREEMENT
CONCERNING ADJUSTMENT
OF COMPLAINTS AND
GRIEVANCES..................... 126
LETTER AGREEMENT
CONCERNING CHECK OFF........... 139
LETTER AGREEMENT
CONCERNING LEAVES OF
ABSENCE FOR INTERNATION-
AL UNION EMPLOYEES............. 146
LETTER AGREEMENT
CONCERNING
UNINTERRUPTED
OPERATIONS..................... 149
LETTER AGREEMENT
CONCERNING SUMMER
STUDENT EMPLOYMENT............. 153
ADDITIONAL MATTERS - YOUNGSTOWN, OHIO PLANT ADDITIONAL MATTERS - ELYRIA, OHIO
PLANT ADDITIONAL MATTERS - SUCCESSORSHIP - ALL THREE PLANTS ADDITIONAL MATTERS -
401(K) PLANS - ALL THREE PLANTS ADDITIONAL MATTERS - HEALTHCARE, LIFE INSURANCE
AND LTD PLANS - ALL THREE PLANTS ADDITIONAL MATTERS - HEALTHCARE AND LIFE
INSURANCE DURING LAYOFF - ALL THREE PLANTS ADDITIONAL MATTERS - EMPLOYEES OF LTV
WHO DO NOT BECOME EMPLOYEES OF MAVERICK - ALL THREE PLANTS ADDITIONAL MATTERS -
CONTRACTING OUT - ALL THREE PLANTS ADDITIONAL MATTERS - INSTITUTE FOR CAREER
DEVELOPMENT - ALL THREE PLANTS ADDITIONAL MATTERS - RATIFICATION BONUS - ALL
THREE PLANTS ADDITIONAL MATTERS - NEW EMPLOYEE ORIENTATION - ALL THREE PLANTS
ADDITIONAL MATTERS - COUNCE GAINSHARING PLAN - COUNCE PLANT ONLY ADDITIONAL
MATTERS - SUB PLANS - ALL THREE PLANTS ADDITIONAL MATTERS - SETTLEMENT AGREEMENT
TO THIS INITIAL COLLECTIVE BARGAINING AGREEMENT ("ICBA") - ALL THREE PLANTS
{PAGE}
AGREEMENT
This Agreement, dated ____________, 2002 is between The Maverick Tube
Corporation, Counce, Tennessee Plant (hereinafter referred to as the "Company"),
acting herein only in respect to employees of the Company in the bargaining unit
set forth in Article Two - Recognition - of this Agreement, and United
Steelworkers of America, on behalf of Local Union No. 7573, or its successor
(hereinafter referred to as the "Union").
Except as otherwise expressly provided herein, the provisions of this
Agreement shall be effective -____________, 2002.
The Union having been designated the exclusive collective bargaining
representative of the Employees of the Company as defined in Article Two -
Recognition, the Company recognizes the Union as such exclusive representative.
Accordingly, the Union makes this Agreement in its capacity as the exclusive
collective bargaining representative of such Employees. The provisions of this
Agreement constitute the sole procedure for the processing and settlement of any
claim by an Employee or the Union of a violation by the Company of this
Agreement. As the representative of the Employees the Union may process
complaints and grievances through the complaint and grievance procedure,
including arbitration, in accordance with this Agreement or adjust or settle the
same.
ARTICLE ONE - PURPOSE AND INTENT OF AGREEMENT
SECTION 1 - PURPOSE
A. It is the purpose of this Agreement to set forth the rates of pay, hours of
work, and terms and conditions of employment of the Employees covered
hereunder, to secure orderly collective bargaining relations between the
Company and the Union, to insure a prompt and fair disposition of
grievances, and to eliminate interruptions and interference with the
efficient operation of the Company's business. Accordingly, the parties
acknowledge that during the negotiations which resulted in this Agreement,
each had the unlimited right and opportunity to make demands and proposals
with respect to any subject or matter not removed by law from the area of
collective bargaining, and that all of the understandings and agreements
arrived at by the parties after the exercise of that right and opportunity
are set forth in this Agreement. The Company and the Union, during the term
hereof, each voluntarily and unqualifiedly waives the right, and each
agrees that the other shall not be obligated, to bargain collectively with
respect to any subject or matter specifically referred to, or covered in
this Agreement, even though such subject matter may not have been within
the knowledge or contemplation of either or both of the parties at the time
that they negotiated or signed this Agreement. It is also expressly
understood that no term or provision hereof shall be enlarged, altered,
changed or varied, whether by oral arrangement, interpretation of language
or otherwise except by an instrument in writing, duly executed by the
parties hereto, and that no inferences of intent on the part of the Company
or the Union not expressly stated may be made.
B. Officials respectively representing the Company and the Union may, from
time to time during the life of this Agreement, at the request of either
and at the mutual convenience of both, meet to appraise their
administration of this Agreement, to analyze influences which may be
impairing the attainment of their joint goal and to improve understanding
between their respective representatives and among Employees. Such meetings
shall not be for the purpose of conducting continuing collective bargaining
negotiations, nor in any way to modify, add to, or detract from the
provisions of this Agreement, and any differences of opinion arising out of
such meetings shall not be subject to the grievance and arbitration
provisions hereof.
C. The parties recognize that for their joint benefit, increases in wages and
benefits should be consistent with the long-term prosperity and efficiency
of the pipe industry.
SECTION 2 - OBSERVANCE
The Union (its officers and representatives at all levels) and all
Employees are bound to observe the provisions of this Agreement.
The Company (its officers and representatives at all levels) is bound to
observe the provisions of this Agreement.
ARTICLE TWO - RECOGNITION
SECTION 1 - EMPLOYEE DEFINED
The term Employee as used in this Agreement shall mean all regular
production and maintenance Employees of the Company employed at its Counce,
Tennessee Plant, excluding office clerical employees and professional employees,
guards and supervisors as defined in the National Labor Relations Act as
amended. Notwithstanding any provisions of any prior LTV/USWA labor agreement
applicable to the Counce, Tennessee, Youngstown, Ohio and Elyria, Ohio plants
Employees are: (1) persons actually performing work on a job in the bargaining
unit the pay period immediately preceding the Closing; and (2) persons who would
be actually performing work in a job in the bargaining unit in the pay period
immediately preceding the Closing but who are absent from work in such pay
period because of scheduled vacation, funeral leave, military service or
encampment or other authorized absence for which absence the person continued to
receive his/her regular wage in such pay period; and (3) such persons as
described in provisions (1) or (2) who has not quit, retired or otherwise ceased
active employment with LTV as of the day before the Closing and who accept
employment with Maverick and who actually perform work in a job in the
bargaining unit after Closing. Closing as used in this provision means the date
on which Maverick Tube Corporation became the owner and operator of the assets
of the Ferndale plant and the Employer of Employees covered by this labor
agreement.
SECTION 2 - DISPUTED EXCLUSIONS
Any differences which shall arise between the Company and the Union as to
whether or not any individual employee is or is not included within the term
"Employee" as defined in this Article Two shall be handled as a complaint or
grievance in accordance with the procedure set forth in Article Five --
Adjustment of Complaints and Grievances -- of this Agreement.
SECTION 3 -- SUPERVISORS WORKING
Any supervisor at the plant shall not perform work on a job normally
performed by an Employee in the bargaining unit at the plant: provided, however,
this provision shall not be construed to prohibit supervisors from performing
the following types of work:
(a) experimental work:
(b) demonstration work performed for the purpose of instructing and training
Employees:
151284
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AFL-CIO
As referenced in this Initial Collective Bargaining Agreements:
AFL-CIO- – the Counce, Tennessee, Youngstown, Ohio and Elyria, Ohio
plants are the United Steelworkers of America, AFL-CIO- CLC ("USWA") with
headquarters at Five Gateway Center, Pittsburgh, Pennsylvania 15222, and
Maverick Tube Corporation ("
_____________
AFL-CIO, – this ICBA.
{PAGE}
Entered Into this 1st day of January, 2003
United Steelworkers of America, AFL-CIO, CLC Maverick Tube Corporation
/s/ D.R. McCall /s/ Gregg Eisenberg
------------------------------------ ---------------------------
/s/ Mark A.
_____________
dt 85085
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USWA
As referenced in this Initial Collective Bargaining Agreements:
United
Steelworkers of America, – Company in the bargaining unit
set forth in Article Two - Recognition - of this Agreement, and United
Steelworkers of America, on behalf of Local Union No. 7573, or its successor
(hereinafter referred to as
_____________
United
Steelworkers of America, – be the arbitrator under the
then current Basic Labor Agreement between the Company and the United
Steelworkers of America, applicable to the plants covered, or formerly covered,
under the Republic Steel Agreement, or
_____________
United Steelworkers of America – and at the time of mailing; and, if by the Company be
addressed to the United Steelworkers of America at 96 Chappell Road, Troy,
Tennessee 38260 and if by the Union, to the Company
_____________
UNITED STEELWORKERS OF AMERICA
– the Union, to the Company at 16401 Swingley Ridge
Road, Suite 700, Chesterfield, MO 63017.
UNITED STEELWORKERS OF AMERICA
By:
President
Secretary and Treasurer
Vice President Administration
Vice President Human Affairs
Director District
_____________
United Steelworkers of America
– Classes and wage rates as existing in the current USWA/LTV
Appendix.]
{PAGE}
Staff Representative
United Steelworkers of America
96 Chappell Road
Troy, Tennessee 38260
Dear Mr. Sanford:
This will confirm our understanding
_____________
dt 84848
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Initial Collective Bargaining Agreements
Initial Collective Bargaining Agreements (272K)
Doc #151285: Click preview link for longer preview.
INITIAL COLLECTIVE BARGAINING AGREEMENTS
("ICBA") BETWEEN MAVERICK TUBE CORPORATION
AND THE USWA TO BE APPLICABLE AS NOTED AT THE USWA
BARGAINING UNIT AT THE FERNDALE, MICHIGAN PLANT
ENTERED INTO: ____________, 2002
EFFECTIVE DATE: ___________, 2002
{PAGE}
TABLE OF CONTENTS
Article Section Page
AGREEMENT........................... 10
ONE PURPOSE AND SCOPE
Purpose.............................1 11
Observance..........................2 12
TWO RECOGNITION
Coverage............................1 14
Employee Defined....................2 14
Disputed Exclusions.................3 15
Supervisors Working.................4 15
Scope...............................5 16
Contracting Out.....................6 16
THREE COMPANY AND UNION ACTIVITY
Interference or Discrimination......1 22
Union Activity......................2 22
Intimidation or Coercion............3 23
Nondiscrimination...................4 23
Civil Rights Committee..............5 23
FOUR UNION MEMBERSHIP
AND CHECKOFF
Union Membership....................1 24
Checkoff............................2 25
Indemnity Clause....................3 27
FIVE WAGES
Standard Hourly Wage Scales.........1 27
Application of the Standard Hourly
Wage Scales......................2 28
Further Application of the
Standard Hourly Wage Scales......3 29
{PAGE}
TABLE OF CONTENTS
Article Section Page
FIVE WAGES (Continued)
Production and
Maintenance Jobs...................4 30
Trade, Craft or Multiple-
Related Jobs....................5 30
Apprentice or Learner Jobs.........6 31
Profit Sharing.....................7 32
Inequity Complaints or
Grievances Prohibited...........9 37
Correction of Errors..............10 37
Inconsistent Pay Practices........11 37
Shift Differentials...............12 37
Sunday Premium....................13 39
SIX HOURS OF WORK
Definitions........................1 39
Normal Work Pattern................2 39
Scheduling.........................3 40
Schedules Posted...................4 40
Schedule Changes...................5 40
Reporting Time.....................6 41
Overtime...........................7 42
Allowance for Jury or
Witness Service.................8 47
Allowance for Funeral Leave........9 47
Overtime Distribution.............10 47
SEVEN HOLIDAYS
Holidays Enumerated ...............1 48
Pay for Holidays Not Worked........2 49
Vacation...........................3 50
Part-Time Employee.................4 50
Rate of Pay........................5 51
Part-Shift Work on Holiday........ 6 51
{PAGE}
TABLE OF CONTENTS
Article Section Page
EIGHT VACATIONS
Eligibility........................1 51
Benefits Forfeited.................2 52
Service Date.......................3 53
Length of Vacations................4 54
Scheduling - General...............5 54
Scheduling of Vacations............6 55
Vacation Scheduling Complaints
and Grievances..................7 57
Vacation Pay or Allowance..........8 58
Scheduling.........................9 61
NINE SUSPENSION AND
DISCHARGE CASES
Procedure - Discharges.............1 61
Suspensions........................2 63
Personal Reports...................3 64
Union Representation...............4 64
Temporary Foreman..................5 64
TEN SENIORITY
Promotions and Layoffs.............1 65
Units..............................2 66
Continuous Service Record..........3 68
Probationary Employees.............4 70
Interplant and Intraplant
Transfers.......................5 71
Temporary Vacancies................6 71
Distribution of Work...............7 72
Filling of Vacancies...............8 73
Union Officers.....................9 75
Leaves for Union Business.........10 75
Continuous Service Lists..........11 77
Seniority Pools...................12 77
{PAGE}
TABLE OF CONTENTS
Article Section Page
TEN SENIORITY (Continued)
Manning of New Facilities.........13 81
Permanent Vacancies and
Transfer Rights................14 84
Veteran Limitation................15 88
ELEVEN ADJUSTMENT OF COMPLAINTS
AND GRIEVANCES
Purpose and Definitions............1 88
Complaint and Grievance
Procedure.......................2 89
A. Processing of Complaints
...and Grievances 89
Step 1........................ 89
Step 2........................ 91
Step 3........................ 94
Step 4........................ 96
B. General Provisions............ 97
Arbitration Review.................3 103
Union Grievance Representation.....4 103
Access to a Plant..................5 105
Expedited Arbitration Procedure....6 106
TWELVE SAFETY AND HEALTH
General Provisions.................1 108
Unusual Conditions.................2 110
Joint Safety and Health
Committee.......................3 111
Use of Disciplinary Records........5 116
Alcoholism and Drug Abuse..........6 117
Safety and Health Training.........7 117
Medical Records 8 118
{PAGE}
TABLE OF CONTENTS
Article Section Page
THIRTEEN EMPLOYEES IN MILITARY
SERVICE
Reemployment.....................1 119
Training Program.................2 119
Leave of Absence.................3 119
Educational Leave of Absence.....4 120
Disabled Veterans................5 120
Vacations........................6 121
Military Encampment Allowance....7 121
FOURTEEN SEVERANCE ALLOWANCE
Permanent Closing................1 122
Eligibility......................2 123
Other Job........................3 123
Transfer.........................4 124
Benefits.........................5 124
Duplication......................6 124
Election Concerning Layoff
Status.........................7 125
Payment of Allowance.............8 125
FIFTEEN MANAGEMENT........................ 126
SIXTEEN STRIKES AND LOCKOUTS
Strikes Prohibited...............1 126
Lockouts Prohibited..............2 127
SEVENTEEN
EIGHTEEN
NINETEEN TERM OF AGREEMENT
Term...............................1 131
Notice 2 131
{PAGE}
APPENDICES
Appendix Page
A Standard Hourly Wage Scale of Rates
Incumbent Employees as of 11/15/00
and all Trade and Craft Employees
hired after 11/15/00...................133
A-1 Standard Hourly Wage Scale of Rates
For all Employees hired after
11/15/00 except Trade and Craft
Employees..............................134
B Special Hourly Additive
Incumbent Employees as of
11/15/85...............................135
C
C-1
C-2 C-3
D Letter Agreement Concerning the
Employee Profit Sharing Plan,
Ferndale Plant.........................142
E Letter Agreement Concerning
Ratification Bonus.....................143
F Letter Agreement Concerning Bonus
Payments...............................144
G
H Memorandum of Understanding on
Grievance and Arbitration..............147
H-1 Memorandum of Understanding on
Back Pay Calculations..................149
I Understanding with Reference to
Progression and Regression Charts
and Rules Applicable Thereto...........150
J Memorandum of Understanding on
Miscellaneous Matters..................152
K
L
M Memorandum of Understanding on
Apprenticeship.........................158
N Memorandum of Understanding on
Checkoff...............................162
O Memorandum of Understanding on
Substitute Foreman.....................163
P Memorandum of Understanding on
Supervisors Working....................164
Q
R
S Memorandum of Understanding on
Plant Problem Discussions..............168
T Memorandum of Understanding on
Employee Profit Sharing Plan...........169
___ Memorandum of Understanding
Overtime Equalization Guidelines
Letter Agreement November 15, 2000
New Employee Orientation Program
Letter Agreement November 15, 2000
Metatarsal Safety Shoe Allowance
Letter Agreement November 1, 2000
Meal Allowance
Letter Agreement November 15, 2000
Single Days of Vacation
Letter Agreement November 15, 2000
Concerning Vacations and Holidays
Letter Agreement November 15, 2000
Posting Schedules for Weekend and Holiday Work
Letter Agreement November 15, 2000
Concerning Job Content
Letter Agreement November 15, 20000
Concerning Job Content
{PAGE}
Letter Agreement November 15, 1997
Confirming Several Understandings
Appendix HH Letter Agreement November 15, 1997
Confirming Continuous Operation
Appendix JJ Letter Agreement November 15, 1997 Confirming Concerning 10
Hour Turns, Step I Grievance After Scheduled Hours, Galvanizing
Department to Shutdown for Union Meetings, Provide Tools for
Production, Informing of Need to Work Saturdays, Shift Preference, and
Visitor Parking Spaces
Appendix LL Letter Agreement November 15, 1997
Confirming Concerning Transfer of Bid Winners
Appendix MM Letter Agreement November 15, 1997
Confirming Concerning Job Bidding During Term of Agreement
Additional Matters - Successorship
Additional Matters - 401(k) Plans
Additional Matters - Health Care, Life Insurance, and LTD Plans
Additional Matters - Employees of LTV Who Do Not Become Employees of
Maverick
Additional Matters - Settlement Agreement to this Printed Collective
Bargaining Agreement
Additional Matters - Ratification Bonus
{PAGE}
AGREEMENT
This Agreement, dated _________________, 2002 is between, Maverick Tube
Corporation, Ferndale Plant (hereinafter referred to as the "Company"), acting
herein only in respect to employees of the Company in the bargaining unit set
forth in Article Two - Recognition - of this Agreement, and United Steelworkers
of America, acting in behalf of Local Union No. 2659 - 29, or its successor
(hereinafter referred to as the "Union").
Except as otherwise expressly provided herein, the provisions of this
Agreement shall be effective ________________, 2002.
The Union having been designated the exclusive collective bargaining
representative of the Employees of the Company as defined in Article Two -
Recognition, the Company recognizes the Union as such exclusive representative.
Accordingly, the Union makes this Agreement in its Capacity as the exclusive
collective bargaining representative of such Employees. The provisions of this
Agreement constitute the sole procedure for the processing and settlement of any
claim by an Employee or the Union of a violation by the Company of this
Agreement. As the representative of the Employees the Union may process
complaints and grievances through the complaint and grievance procedure,
including arbitration, in accordance with this Agreement or adjust settle the
same.
ARTICLE ONE - PURPOSE AND SCOPE
SECTION 1 - PURPOSE
It is the intent and purpose of the parties hereto to set forth herein the
agreement covering rates of pay, hours of work, and conditions of employment to
be observed between the parties hereto for the Employees of the Company in the
bargaining unit of the Company set forth in Article Two - Recognition - of this
Agreement.
The parties recognize that for their joint benefit, increases in wages and
benefits should be consistent with the long-term prosperity and efficiency of
the Ferndale Plant.
SECTION 2 - OBSERVANCE
The Union (its officers and representatives at all levels) and all
Employees are bound to observe the provisions of this Agreement.
The Company (its officers and representatives at all levels) is bound to
observe the provisions of this Agreement.
SECTION 3 - LOCAL WORKING CONDITIONS
See ADDITIONAL MATTERS - SETTLEMENT AGREEMENT TO THIS PRINTED COLLECTIVE
BARGAINING AGREEMENT, Section 5.1.17 as to Local Working Conditions
ARTICLE TWO - RECOGNITION
SECTION 1 - COVERAGE
In accordance with and subject to the provisions of the Labor Management
Relations Act, 1947, as amended, the Company recognizes the Union as the
exclusive bargaining agency of the production and maintenance Employees (with
the exceptions hereinafter specified in this Article Two) of the Company
employed at its Ferndale, Michigan Plant for the purpose of collective
bargaining in respect to rates of pay, hours of work, and conditions of
employment.
SECTION 2 - EMPLOYEE DEFINED
The term "Employee" as used in this Agreement, shall mean the production
and maintenance Employees, but shall not include executives, foremen, assistant
foremen, supervisors who do not work with tools, draftsmen, timekeepers,
first-aid men and nurses, plant protection, office and salaried employees.
Notwithstanding any provisions of any prior LTV/USWA labor agreement
applicable to the Ferndale, Michigan plant Employees are: (1) persons actually
performing work on a job in the bargaining unit the pay period immediately
preceding the Closing; and (2) persons who would be actually performing work in
a job in the bargaining unit in the pay period immediately preceding the Closing
but who are absent from work in such pay period because of scheduled vacation,
funeral leave, military service or encampment or other authorized absence for
which absence the person continued to receive his/her regular wage in such pay
period; and (3) such persons as described in provisions (1) or (2) who has not
quit, retired or otherwise ceased active employment with LTV as of the day
before the Closing and who accept employment with Maverick and who actually
perform work in a job in the bargaining unit after Closing. Closing as used in
this provision means the date on which Maverick Tube Corporation became the
owner and operator of the assets of the Ferndale plant and the Employer of
Employees covered by this labor agreement.
SECTION 3 - DISPUTED EXCLUSIONS
Any differences which shall arise between the Company and the Union as to
whether or not any individual employee is or is not included within the term
"Employee" as defined in this Article Two shall be handled as a complaint or
grievance in accordance with the procedure set forth in Article Eleven -
Adjustment of Complaints and Grievances - of this Agreement.
SECTION 4 - SUPERVISORS WORKING
Any supervisor shall not perform work on a job normally performed by an
Employee in the bargaining unit provided, however, this provision shall not be
construed to prohibit supervisors from performing the following types of work:
(a) experimental work;
(b) demonstration work performed for the purpose of instructing and training
Employees;
(c) work required of the supervisors by emergency conditions which if not
performed might result in interference with operations, bodily injury, or
loss or damage to material or equipment; and
(d) work which, under the circumstances then existing, it would be unreasonable
to assign to a bargaining unit Employee and which is negligible in amount.
151285
|
AFL-CIO
As referenced in this Initial Collective Bargaining Agreements:
AFL-CIO- – The parties to this Initial Collective Bargaining
Agreement ("ICBA") are the United Steelworkers of America, AFL-CIO- CLC ("USWA")
with headquarters at Five Gateway Center, Pittsburgh, Pennsylvania 15222, and
Maverick Tube Corporation ("
_____________
AFL-CIO, – David McCall
{PAGE}
Entered Into this 1st day of January, 2003
United Steelworkers of America, AFL-CIO, CLC Maverick Tube Corporation
/s/ D.R. McCall /s/ Gregg Eisenberg
------------------------------------ ---------------------------
/s/ Mark A.
_____________
dt 85086
;
|
USWA
As referenced in this Initial Collective Bargaining Agreements:
UNITED STEELWORKERS
OF AMERICA
– BARGAINING AGREEMENT
{TEXT}
Exhibit 10.31
AGREEMENT
BETWEEN
Maverick Tube Corporation
Ferndale Plant
and the
UNITED STEELWORKERS
OF AMERICA
PRODUCTION AND MAINTENANCE EMPLOYEES
LOCAL UNION 2659-29
Effective ____________, 2002
FERNDALE, MICHIGAN
{Page}
_____________
United Steelworkers
of America, – Company in the bargaining unit set
forth in Article Two - Recognition - of this Agreement, and United Steelworkers
of America, acting in behalf of Local Union No. 2659 - 29, or its successor
(hereinafter referred
_____________
United Steelworkers of America, – and at the time of mailing; and, if by the Company, be
addressed to the United Steelworkers of America, Five Gateway Center,
Pittsburgh, Pennsylvania 15222, and if by the Union, to the Company
_____________
United Steelworkers of America
– Tube Corporation
Manager - Labor Relations
Manager I. E. - Personnel
Plant Manager
Supervisor - Industrial Relations Services
United Steelworkers of America
President
Secretary and Treasurer
Vice President - Administration
Vice President - Human Affairs
District Director - District
_____________
United Steelworkers of America
– Appendix C
APPENDIX C
{PAGE}
APPENDIX D
November 15, 1985
Mr. Paul Holifield
Staff Representative
United Steelworkers of America
7000 Roosevelt Road, Suite 200
Allen Park, Michigan 48101
Dear Mr. Holifield:
This is
_____________
dt 84849
;
Production and Maintenance Employees Local Union 2659-29
|
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Letter Agreement
Letter Agreement (9K)
Doc #175775: Click preview link for longer preview.
March 19, 2003
Mr. John M. Mullin
907 Castle Pines Dr.
Ballwin, MO 63021
Dear Mr. Mullin:
This is to confirm your resignation effective immediately from your
employment with Huttig Building Products, Inc. (the "Company") as its Vice
President - Operations and from all positions as an employee, officer and
director of any direct or indirect subsidiary of the Company. In accordance with
our prior discussions, you will be entitled to the following (subject to all
applicable tax withholdings):
(a) You have a negative balance in your cash subaccount under the
Company's EVA Incentive Compensation Plan, so you will be entitled to no
further cash payments under that Plan. Any shares of restricted stock that
were not vested immediately prior to your termination of employment,
whether awarded to you under the EVA Incentive Compensation Plan or
otherwise, as well as any stock options not so vested, shall expire and be
forfeited as of the date of this letter.
(b) You will be entitled to receive payment in full promptly after the
date of this letter of (i) any accrued but unpaid salary and payment for
any accrued vacation and (ii) reimbursement for any previously unreimbursed
Company-related business expenses (subject to presentation of adequate
supporting documentation therefor and compliance with other Company
policies regarding expense reimbursement).
(c) During the period beginning on the date of this letter and ending
September 30, 2003 (the "Severance Period"), you will be entitled to
receive severance pay in the form of salary continuation, at a rate equal
to your current rate of base salary, payable in accordance with the
Company's regular payroll practices. In addition, you will be entitled to
continue to participate in the Company's health, life and disability
insurance plans, and the Company will pay the portion of the plan costs
that the Company would pay if you continued to be an active employee, until
the earliest of (i) the expiration of the Severance Period or (ii) the date
you commence other employment.
(d) All of your compensation and benefits, to the extent accrued and
vested through but not after the date of this letter, under the Company's
benefit plans and programs shall be paid to you in accordance with the
terms of such plans and programs. Without limiting the generality of the
foregoing, (i) your vested stock options will expire 90 days after the date
of this letter, in accordance with the terms of the 1999 Stock Incentive
Plan and the Amended and Restated 2001 Stock Incentive Plan and (ii) you
will be entitled to continued use of your company car for ninety (90) days
after the date of this letter. Such ninety (90) day use of the company car
shall terminate and the car returned to the company upon relocation from
the St. Louis Missouri area.
(e) It is expressly understood, acknowledged and agreed that all
compensation, including fringe benefits payable by the company shall be
subject to the duty to use your best efforts to mitigate damages by seeking
other employment and shall be offset by any compensation which you receive
from such other employment or which you could have received with reasonable
efforts. The Company may request that you provide information as to the
actions and status of efforts to mitigate damages hereunder. Upon
employment you shall notify the Company of such and of the compensation
terms related thereto.
175775
|
Huttig Building
As referenced in this Letter Agreement:
huttig building products, – Dear Mr. Mullin:
This is to confirm your resignation effective immediately from your
employment with Huttig Building Products, Inc. (the "Company") as its Vice
President - Operations and from all positions as an
huttig building products, – it (the "Revocation Period"), by notifying in writing,
Nick H. Varsam, Vice President - General Counsel, Huttig Building Products,
Inc., 555 Maryville University Drive, St. Louis, Missouri 63141. In the event
you revoke
huttig building products, – the Company are
hereby terminated in its entirety as of the date of this letter.
HUTTIG BUILDING PRODUCTS, INC.,
By: /s/ Michael A. Lupo
--------------------------------------
Michael A. Lupo
President and Chief Executive Officer
dt 2801
;
| John M. Mullin
|
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Employment Agreement
Employment Agreement (51K)
Doc #350546: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (?Agreement?) is effective as of September 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the ?Company?), and Dale Epperson an individual residing at 6430 Oak Hill Drive, Granite Bay, California 95746 (the ?Executive?).
W I T N E S S E T H :
. . .
350546
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
EX-10.1 3 ex10.htm EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of September 1, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and Dale Epperson an individual residing at
_____________
dt 1547454
| |
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #350549: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the �Company�), and Timothy M. Kardok an individual residing at 6057 NW 77th Drive, Parkland, Florida 33067 (the �Executive�).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the Executive wishes . . .
350549
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
EX. 10.4 Kardok
EX-10.4 3 ex104.htm
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and Timothy M. Kardok an individual residing
_____________
dt 1547455
| |
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (50K)
Doc #350550: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the �Company�), and Michael T. Adams an individual residing at 1883 Discovery Way, Deerfield Beach, Florida 33442 (the �Executive�).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the Executive . . .
350550
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
EX. 10.5 Adams
EX-10.5 4 exh105.htm
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and Michael T. Adams an individual residing
_____________
dt 1547456
| |
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #350551: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the �Company�), and John G. Barbar an individual residing at 6018 Buena Vista Court, Boca Raton, Florida 33433 (the �Executive�).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the Executive . . .
350551
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
EX 10.6 Barbar
EX-10.6 5 exh106.htm
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and John G. Barbar an individual residing
_____________
dt 1547457
| |
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #350552: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the �Company�), and Arthur K. Guyton an individual residing at 4227 NW 57th Drive, Coconut Creek, Florida 33073 (the �Executive�).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the Executive . . .
350552
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
Ex 10.7 Guyton
EX-10.7 6 exh107.htm
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and Arthur K. Guyton an individual residing
_____________
dt 1547458
| |
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #350553: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the �Company�), and Ronald E. Clark an individual residing at 3215 South Ocean Boulevard, #706, Highland Beach, Florida 33487 (the �Executive�).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the . . .
350553
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
Ex 10.8 Clark
EX-10.8 7 exh108.htm
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and Ronald E. Clark an individual residing
_____________
dt 1547459
| |
| Preview
Subscribers | 2002 |
Employment Agreement
Employment Agreement (51K)
Doc #350554: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (�Agreement�) is effective as of January 17, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the �Company�), and James P. Newell an individual residing at 5851 Holmberg Road, #4025, Parkland, Florida 33067-4529 (the �Executive�).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the . . .
350554
|
Urecoats
As referenced in this Employment Agreement:
URECOATS INDUSTRIES INC –
Ex 10.9 Newell
EX-10.9 8 exh109.htm
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 17, 2002, by and between URECOATS INDUSTRIES INC ., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and James P. Newell an individual residing
_____________
dt 1547460
| |
| Preview
Subscribers | 2001 |
Employment Agreement
Employment Agreement (75K)
Doc #350564: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made and entered into on this
4th day of September, 2001, effective on the 1st day of September, 2001 by and
between INFINITI PAINT COMPANY, INC., a Florida corporation, located at 4100
North Powerline Road, Suite G-2, Pompano Beach, Florida 33073 (the "Company"),
and DAVID S. ZILUCK, an individual, residing at 10174 Northwest 17th Street,
Coral Springs, Florida 33071 (hereinafter called the "Employee").
WHEREAS, the Company is engaged in sales, marketing and distribution of
adhesives, sealant, coatings, paints, and foam products (hereinafter called the
"Business");
WHEREAS, the Employee has extensive experience in operating such Business;
WHEREAS, the Company is desirous of hiring Employee in order to avail
itself of Employee's experience and expertise in connection with the Company's
Business; and
WHEREAS, the Employee is willing to make his services available to the
Company on the terms and conditions hereinafter set forth.
NOW THEREFORE, in consideration of the premises and mutual covenants set
forth herein, the parties hereby acknowledge that the foregoing recitals are
true and correct and further agree as follows:
1. EMPLOYMENT.
1.1 EMPLOYMENT AND TERMS. The Company hereby agrees to employ the
Employee and the Employee hereby agrees to serve the Company on the terms and
conditions set forth herein.
1.2 DUTIES OF EMPLOYEE. During the Term of this Agreement, Employee
shall serve as an officer of the Company as assigned by the Company's board of
Directors (hereinafter the "Board"), shall diligently perform all services as
may be assigned to him by the Board, and shall exercise such power and authority
as the Board may from time to time reasonably delegate to him. Employee shall
devote his full time and attention to the business and affairs of the Company,
render such services to the best of his ability, and use his best efforts to
promote the interests of the Company.
2. TERM.
2.1 TERM. The term of this Agreement, and the employment of the Employee
hereunder, shall commence on September 1, 2001 (the "Commencement Date") and
shall expire on August 31, 2006, unless sooner terminated in accordance with the
terms and conditions hereof (the "Term").
2.2 EXPIRATION DATE. Subject to the provisions of Section 5.4 hereof, the
date on which the Term of this Agreement shall expire, is sometimes referred to
in this Agreement as the Expiration Date.
1
3. COMPENSATION.
3.1 BASE SALARY. The Employee shall receive a base salary at the annual
rate of One Hundred and Fifty Thousand Dollars ($150,000) (hereinafter the "Base
Salary") during the first year of the Term of this Agreement, with such Base
Salary payable on bi-weekly basis, subject to applicable withholding and other
taxes. The Base Salary shall be increased in five percent (5%) increments for
the four successive full years of employment during the Term, respectively.
3.2 OTHER COMPENSATION. The Employee shall also receive "Incentive
Compensation", as defined below:
3.2.1 OPTIONS. Upon execution of this Agreement, the Company shall
cause to be delivered seventy five thousand (75,000) options (hereinafter the
"Stock Options") to purchase common stock, par value $.01 (hereinafter the
"Common Stock") of the Company's Parent company, Urecoats Industries Inc.
(hereinafter the "Parent") under (and therefore subject to all terms and
conditions of) the 2000 Stock Purchase and Option Plan (hereinafter the "2000
Plan") and all rules or regulations of the United States Securities and Exchange
Commission and Internal Revenue Service applicable to stock option plans then in
effect, at a price per share equal to the fair market value (hereinafter the
"FMV") of such Common Stock, as defined under the 2000 Plan, on the date of
execution of this Agreement (hereinafter the "Date of Grant"), of which thirty
thousand (30,000) options vest at the end of the first two (2) years of
employment hereunder and the remainder in increments of fifteen thousand
(15,000) after each of the remaining full years of employment during the Term
hereunder and good for five (5) years (the 2000 Plan including a form of Stock
Option is attached as Exhibit A).
3.2.2 BONUSES. Upon the occurrence of the events described below,
Employee shall be entitled to the following:
3.2.2.1 CASH BONUS - EXISTING LOCATION. Employee shall be
entitled to an annual cash bonus to the extent such a bonus is awardable in
accordance with the calculations described in this section for the existing
Infiniti location. The bonus shall be based upon the following minimum gross
revenue (hereinafter "Gross Revenue") and operating income percentage of gross
revenue (hereinafter "Operating Income Percentage") requirements applicable to
its existing Infiniti location (hereinafter "Office1") of the Company.
MINIMUM MINIMUM OPERATING
YEAR GROSS REVENUE INCOME PERCENTAGE
-------------------- ------------- -----------------
Closing to 12/31/01 $ 1,000,000 10%
01/01/02 to 12/31/02 $ 3,800,000 10%
01/01/03 to 12/31/03 $ 4,600,000 11%
01/01/04 to 12/31/04 $ 5,500,000 12%
01/01/05 to 12/31/05 $ 6,600,000 12%
Employee's annual cash bonus shall be an amount equal to:
(a) 1 and 1/4% of operating income (hereinafter
"Operating Income") as further defined below, so long as the minimum Gross
Revenue is achieved in the applicable year; and,
2
(b) 1 and 1/4% of Operating Income so long as the minimum
Operating Income Percentage is achieved in the applicable year.
3.2.2.2 CASH BONUS - ADDITIONAL LOCATION(S). Gross Revenue,
Operating Income and Operating Income Percentage shall be determined on a
location-by-location basis. As of this date there is only one Infiniti
location, i.e., Office 1, above. Company expects to open additional Infiniti
location(s) during the Term hereof. With respect to only those additional
Infiniti location(s) that Employee opens with Company's prior consent, and the
operation of which Employee is responsible, the following minimum Gross Revenue
and Operating Income requirements will apply:
MINIMUM MINIMUM OPERATING
YEAR GROSS REVENUE INCOME PERCENTAGE
---------------------- ------------------- -----------------
1st partial year $ 1,500,000 times 8%
number of days open
divided by 365 days
1st full calendar year $ 1,800,000 8%
2nd full calendar year $ 2,250,000 10%
3rd full calendar year $ 2,800,000 11%
4th full calendar year $ 3,600,000 12%
5th full calendar year $ 4,500,000 12%
3.2.2.3 OPERATING INCOME. For the purposes hereof, Operating
Income shall consist of Gross Revenues less normal operating expenses including,
but not limited to, rent, utilities, employee compensation, other labor and
material costs and the like as well as expenses of Urecoats Industries, Inc. or
its subsidiaries directly related to Employer's operations such as legal,
accounting and bookkeeping expenses. Income taxes shall not be deducted in
determining Operating Income. Also, Operating Income will not include or be
affected by "extraordinary items" of gains or loss as that term i |