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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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| Preview
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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| Preview
Subscribers | 2003 |
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
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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
;
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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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Subscribers | 2003 |
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
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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
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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
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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
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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
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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
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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
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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
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| 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
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| 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
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| 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
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| 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 |