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$37	Preview Subscribers	2003	Employment Protection Agreement [Amended and Restated No. 2] Employment Protection Agreement [Amended and Restated No. 2] (27K) Doc #166302: Click preview link for longer preview. SECOND AMENDED AND RESTATED EMPLOYMENT PROTECTION AGREEMENT THIS Second Amended and Restated Employee Protection Agreement between Martin Marietta Materials, Inc., a North Carolina corporation (the Company), and (the Employee), dated as of this 14th day of November, 2002 (the Effective Date) W I T N E S S E T H : WHEREAS, Employee is a valuable member of management of the Company and the Company desires to ensure the continuity of its senior management; and WHEREAS, it is the determination of the Company that management continuity is most likely to occur if senior management is financially protected against involuntary termination following a Change of Control (as defined below) of the Company; and WHEREAS, the Company and the Employee entered into an Employment Protection Agreement dated as of November 19, 1996, as amended and restated on November 11, 1999 (as amended, the Prior Agreement) to provide the Employee with payments and benefits upon certain terminations of the Employees employment with the Company in connection with a Change of Control, in consideration of the Employees continued service to the Company (which the parties hereto agree constitutes adequate consideration to support to the Companys obligations under this Agreement); and WHEREAS, the Company and the employee desire to more clearly reflect their intention with respect to certain provisions in the Prior Agreement, as set forth in this Agreement; NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, it is hereby agreed by and between the Company and the Employee, each of whom intends to be legally bound, as follows: 1. Definitions. For purposes of this Agreement, (a) Annual Bonus shall mean the Employees highest annual bonus paid during the period beginning five years prior to a Change of Control and ending on the date of termination of employment. 166302	Martin Marietta Martin Marietta Materials Inc. ( Raw Materials ) As referenced in this Employment Protection Agreement [Amended and Restated No. 2]: Martin Marietta Materials, – AMENDED AND RESTATED EMPLOYMENT PROTECTION AGREEMENT THIS Second Amended and Restated Employee Protection Agreement between Martin Marietta Materials, Inc., a North Carolina corporation (the Company), and (the Employee), dated as of this Martin Marietta Materials, – receipt, addressed as follows: If to the Employee: _____________________________ _____________________________ _____________________________ If to the Company: Martin Marietta Materials, Inc. 2710 Wycliff Road Raleigh, North Carolina 27607 Attention: Vice President and General Counsel MARTIN MARIETTA MATERIALS, – in its name on its behalf, as of the day and year first above written. MARTIN MARIETTA MATERIALS, INC. By:_____________________________ Stephen P. Zelnak, Jr. Chairman and Chief Executive Officer EMPLOYEE _____________________________ dt 30693
$55	Preview Subscribers	2003	Agreement Agreement (264K) Doc #249413: Click preview link for longer preview. AGREEMENT Agreement entered into as of May 1, 2003 by and between the ROCK OF AGES CORPORATION of Graniteville, Vermont (the Company) its successors and assigns and the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC on behalf of USWA Amalgamated Local #4 (the Union). In consideration of the mutual covenants herein contained, it is agreed as follows: ARTICLE 1 Term This Agreement shall be effective May 1, 2003 and shall continue in full force and effect through April 28, 2006 and from year to year thereafter, unless either party gives notice to the other, not less than sixty (60) days prior to April 28, 2006 or prior to April 30 of any year thereafter, that it desires to alter, amend or terminate any or all of the terms hereof. ARTICLE 2 Hours of Work - Overtime 2.1 Regular Hours (a) Eight (8) hours shall constitute a day's work, five (5) days shall constitute a week's work, Monday to Friday inclusive. Daily working hours will begin no earlier than 7:00 a.m. and end no later than 3:30 p.m., except as modified pursuant to either of the following paragraphs: (i) The above schedule of working hours may be changed for seasonal and other reasons by mutual agreement, provided, however, that between January 1 and March 15, an eight (8) hour shift to end no later than 5:00 p.m. can be established for all employees of a saw plant or for the sawyers in a manufacturing plant having a saw which is subject to outdoor weather for periods during which the employer has a reasonable expectation that inclement weather will otherwise adversely affect his operations. (ii) If the Company desires to change the regular daily working hours to begin no earlier than 7:30 a.m. and to end no later than 5:00 p.m. during the period in which Eastern Standard Time is in effect, the Company has the option to make such change if a majority of the employees represented by this Union and a majority of its employees represented by any other local Union, voting separately in a vote conducted by the respective Union representatives, approve that change in hours. (b) All work done outside the working hours as prescribed above and work done during the regular lunch period shall be paid at time and one-half. 1 (c) Overtime will be distributed as equitably as is practicable and will be assigned to employees based on such factors as who regularly works in the areas, who regularly performs the work and special circumstances. Refusal of overtime shall not preclude a man from future overtime. However, any refused hours will be included when determining equitable distribution. Whenever possible, weekday overtime requests will be made no later than noon on the preceding day, and weekend requests will be made by noon on Thursday. (d) An employee and an employer may, by mutual agreement, arrange a schedule for the employee which differs from the general schedules set forth in this Article. The Union will be notified of such arrangement. No such arrangement shall extend for more than two (2) weeks unless approved by the Union. 2.2 Maintenance Men The working day for maintenance men, regularly employed as such, shall be of eight (8) hours' duration to be worked between 7:00 a.m. and 3:30 p.m. and the working week shall be of forty (40) hours' duration to be worked from Monday to Friday, inclusive. The overtime rate shall be at time and one-half for all hours worked over any continuous eight (8) hour period, excluding lunch hour. The lunch hour of thirty (30) minutes is to be taken at the option of the employee. 2.3 Saturday and Sunday Pay All work done on Saturday shall be paid at time and one-half. Work shall be regarded as being performed on Saturday only if an employee's shift begins on Saturday. Work done on Sunday shall be paid at double time. 2.4 Extra Shift (a) It is agreed that the Company shall have the privilege of operating three (3) shifts. One (1) shift is to be the established working day and to be paid as per Article 4 of this Agreement. The second (2nd) and third (3rd) shifts shall be of eight (8) hours' duration including a one-half (1/2) hour meal period which will be paid. In addition to payment for work performed in accordance with Article 4 of this Agreement, employees and apprentices working on the second (2nd) or third shift shall receive a shift premium of One Dollar and Fifty-five Cents ($1.55) per hour in the first year of this contract; one dollar and sixty cents ($1.60) per hour in the second year of this contract; and one dollar and seventy cents ($1.70) in the third year of this contract. (b) The Company shall not require any employee to work alone unless a telephone is readily available on the premises and a beeper with an automatic safety call-in every fifteen (15) minutes unless deactivated by the employee. 249413	Rock of Ages Rock of Ages Corp. ( Raw Materials ) As referenced in this Agreement: Rock of Ages – exhibit10june2003 EX-10 3 exhibit10june2003.htm EXHIBIT 10.1 AGREEMENT by and between Rock of Ages Corporation and United Steelworkers of America, AFL-CIO-CLC May 1, 2003 TABLE OF CONTENTS _____________ ROCK OF AGES – 39 iv AGREEMENT Agreement entered into as of May 1, 2003 by and between the ROCK OF AGES CORPORATION of Graniteville, Vermont (the Company) its successors and assigns and the UNITED STEELWORKERS OF _____________ Rock of Ages – affect eligibility for the New Year's holiday. There shall be a paid holiday for Rock of Ages Employee Appreciation Day to be observed by all employees on the Tuesday following Labor Day _____________ Rock of Ages – physical fitness, will be afforded an opportunity to "temporarily transfer" to one of the other Rock of Ages facilities listed in Section 13.4 below if an opening exists and if he is _____________ Rock of Ages – exists and if he is qualified. 23 While temporarily employed at one of the other Rock of Ages facilities, the employee will continue to accumulate seniority at the plant from which the employee _____________ dt 86470 ; AFL-CIO AFL-CIO ( Unions ) As referenced in this Agreement: AFL-CIO- – 10.1 AGREEMENT by and between Rock of Ages Corporation and United Steelworkers of America, AFL-CIO- CLC May 1, 2003 TABLE OF CONTENTS AGREEMENT .............................................................................................................................. 1 ARTICLE 1 Term .............................................................................................................................. 1 ARTICLE 2 _____________ AFL-CIO- – of Graniteville, Vermont (the Company) its successors and assigns and the UNITED STEELWORKERS OF AMERICA, AFL-CIO- CLC on behalf of USWA Amalgamated Local #4 (the Union). In consideration of the mutual _____________ AFL-CIO- – its impact upon the employees. [SIGNATURE PAGE FOLLOWS] 35 FOR THE UNITED STEELWORKERS OF AMERICA, AFL-CIO- CLC Effective May 2, 2003. ____________________________________ Leo W. Gerard -USWA International President ____________________________________ James English - _____________ AFL-CIO- – 10.2 AGREEMENT by and between ROCK OF AGES CORPORATION and UNITED STEELWORKERS OF AMERICA, AFL-CIO- CLC April 28, 2003 TABLE OF CONTENTS AGREEMENT .............................................................................................................................. 5 ARTICLE 1 Term ................................................................................................................... 5 1.1 _____________ AFL-CIO- – Corp. - Quarry Division ("The Company"), its successors and assigns, and the UNITED STEELWORKERS OF AMERICA, AFL-CIO- CLC, on behalf of Amalgamated Local #4 ("The Union"). In consideration of the mutual covenants _____________ dt 85131 ;	USWA United Steelworkers of America ( Unions ) As referenced in this Agreement: United Steelworkers of America, – 3 exhibit10june2003.htm EXHIBIT 10.1 AGREEMENT by and between Rock of Ages Corporation and United Steelworkers of America, AFL-CIO-CLC May 1, 2003 TABLE OF CONTENTS AGREEMENT .............................................................................................................................. 1 ARTICLE 1 Term .............................................................................................................................. _____________ UNITED STEELWORKERS OF AMERICA, – ROCK OF AGES CORPORATION of Graniteville, Vermont (the Company) its successors and assigns and the UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC on behalf of USWA Amalgamated Local #4 (the Union). In consideration _____________ United Steelworkers of America, – of each month on Form R-115 all sums so deducted to the International Treasurer, United Steelworkers of America, P.O. Box 400041, Pittsburgh, PA 15268-0041. 25 15.2 Union Copy The _____________ United Steelworkers of America – written grievance will be submitted within five (5) working days. 26 Step 4: Between the United Steelworkers of America Staff Representative, Local Union #4 President, the President of the Company, the Division Vice President _____________ UNITED STEELWORKERS OF AMERICA, – about the decision and its impact upon the employees. [SIGNATURE PAGE FOLLOWS] 35 FOR THE UNITED STEELWORKERS OF AMERICA, AFL-CIO-CLC Effective May 2, 2003. ____________________________________ Leo W. Gerard -USWA International President _____________ dt 84889 ; Fleet National Fleet National Bank ( Financial ) As referenced in this Agreement: FLEET NATIONAL BANK, – and Chief Executive Officer SIOUX FALLS MONUMENT CO. By:/s/ Kurt M. Swenson Name: Kurt M. Swenson Title: Chairman and Chief Executive Officer FLEET NATIONAL BANK, as a Lender By:___________________________________ Name: Title: _____________ dt 104294
$43	Preview Subscribers	2004	Employment Agreement Employment Agreement (26K) Doc #365580: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is made and entered into as of July 29, 2004 with effect from June 1, 2004 between Peter Shafron ("Executive") and James Hardie Building Products, Inc. and its affiliates (collectively "JH"), and is effective by its terms as herein provided. WHEREAS, Executive and JH desire to enter into this Agreement to establish and set forth the terms and conditions of Executive's employment with JH. WHEREAS, Executive and JH acknowledge that the terms of the Agreement constitute good and valuable consideration, the adequacy and sufficiency of which Executive and JH also acknowledge. NOW THEREFORE, in consideration of the mutual covenants herein contained, and as a result of the voluntary agreement of Executive and JH to execute and abide by the terms of the Agreement, Executive and JH agree as follows: 1. POSITION, DUTIES AND RESPONSIBILITIES (a) Position. The Executive hereby agrees to serve as a senior executive of JH in the position of Chief Financial Officer subject to all JH policies and procedures in effect from time to time as amended in the discretion of JH. The failure of JH to continue to employ Executive in the foregoing position shall be deemed a constructive termination of the Agreement by JH pursuant to Section 4(a). The Executive shall devote his best efforts and his full business time and attention to the performance of services to JH in this capacity and in such other senior executive capacity as may reasonably be requested by the Board of Directors of the Company ("Board"). JH shall retain full direction and control of the means and methods by which the Executive performs the above services. (b) Place of Employment. During the term of this Agreement, the Executive shall perform the services required by this Agreement at JH's present principal place of business or at such other location(s) as may be mutually agreed by JH and the Executive; provided, however, that JH may from time to time require the Executive to travel temporarily to other locations throughout the world on JH's business consistent with the business needs of JH. (c) Other Activities. Except with the prior written approval of the Board (which the Board may grant or withhold in its sole and absolute discretion), the Executive, during the Employment Period, will not (i) accept any other employment, (ii) serve on the board of directors or similar body of any other business entity, or (iii) engage, directly or indirectly, in any other business activity (whether or not pursued for pecuniary advantage) that is or may be competitive with, or that might place him in a competing position to, that of JH. 2. TRADE SECRETS (a) Executive acknowledges by executing the Agreement, the requirement to adhere to all JH practices and policies including those concerning the preservation of JH's {PAGE} confidential information including but not limited to customer lists, pricing practices and lists, marketing plans, manufacturing processes and techniques, financial information including financial information set forth in internal records, files and ledgers or incorporated in profit and loss statements, financial reports and business plans, inventions, discoveries, devices, algorithms, as well as computer hardware and software (including but not limited to source code, object code, documentation, diagrams, flow charts, know how, methods and techniques associated with the development of a use of any of the foregoing computer software), all internal memoranda, legal opinions, any other records of JH including electronic and data processing files and records and any other information designated as a "Trade Secret" and/or constituting a trade secret and any communication within the applicable attorney-client privilege under any governing law and any other proprietary information not generally available to the public that JH considers confidential information collectively called "Confidential Information." (b) Executive agrees as a consequence of the Agreement, that he will not directly or indirectly use or disclose to any person, firm, or corporation any Confidential Information during the term of this Agreement or after this Agreement has expired by its terms, except in the normal course of business on behalf of JH, with the prior written consent of JH or to the extent necessary to comply with law or a valid order of a court of competent jurisdiction, in which event Executive will provide notice, in writing to JH at least ten (10) days prior to the date disclosure is sought to be made, or the amount of prior notice that Executive received, whichever is greater. Executive will at all times use 365580	James Hardie James Hardie Industries NV ( Raw Materials ) ;	Peter Shafron
$46	Preview Subscribers	2004	Employment Agreement Employment Agreement (44K) Doc #365583: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of the _1st__ day of _SEPTEMBER__, 2004 (the "EFFECTIVE DATE"), by and between JAMES HARDIE BUILDING PRODUCTS, INC., a California corporation (the "COMPANY") and LOUIS GRIES, a resident of California (the "EXECUTIVE"). RECITALS The Company and the Executive desire to enter into this Agreement to establish the terms and conditions of the Executive's employment by the Company during the term hereof. The Executive will have responsibilities for activities in companies in the James Hardie group in addition to those owed to the Company - these companies together with the Company are referred to in this Agreement as the "Group". AGREEMENT NOW, THEREFORE, in consideration of the covenants contained herein, the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions and covenants contained herein the parties agree as follows: ARTICLE I DUTIES 1.01 Duties. The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Company's Executive Vice President -- Operations upon the terms and subject to the conditions set forth in this Agreement. The Executive will report directly to the Chief Executive Officer. The Executive shall perform such other or different duties and functions consistent with his role as Executive Vice President -- Operations as may from time to time be assigned to him by the Company's Chief Executive Officer or Board of Directors. 1.02 Other Business. (a) During the term of this Agreement, the Executive agrees that during the course of the Company's business hours, he will devote the whole of his time, attention and efforts to the performance of his duties and obligations hereunder. The Executive shall not, during the term of this Agreement, engage in any activity which materially interferes with his performance of duties assigned the Executive hereunder. (b) The Executive shall not, during the term of this Agreement, without the written approval of the Chief Executive Officer and obtained in each instance, directly or indirectly (i) accept employment or receive any compensation for the performance of services from any business enterprise other than the Company or the Group, or (ii) enter into or be {PAGE} concerned or interested in any trade or business or public or private work (whether for profit or otherwise and whether as partner, principal shareholder or otherwise), which may, in the absolute discretion of the Chief Executive Officer, hinder or otherwise interfere with the performance by the Executive of his duties and obligations hereunder, except as a holder of not more than five percent (5%) of any class of stock or other securities in any company which is listed and or traded on any securities market. Nothing in this Section 1.02(b) prevents the Executive from carrying out up to 15 hours per week of unpaid employment with religious, not for profit or voluntary organizations. ARTICLE II TERM OF AGREEMENT The term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the Executive leaves employment with the Company for any reason, including but not limited to resignation, termination, death or disability. The provisions of Article V of the Agreement will continue in full force and effect after the termination of the Agreement in accordance with the provisions thereof. ARTICLE III COMPENSATION During the term of this Agreement, the Company shall pay, or cause to be paid to the Executive in cash in accordance with the normal payroll practices of the Company for senior executive officers (including deductions withholdings and collections as required by law), the following: 3.01 Annual Base Salary. An annual base salary ("ANNUAL BASE SALARY") will be paid equal to Four Hundred Sixty One Thousand Dollars ($461,000) per year. Adjustments in Annual Base Salary, if any, shall be determined by the Company in its sole and absolute discretion, based upon annual reviews prior to March 31 of each year of the scope of the Executive's duties and Executive's performance of such duties. 3.02 Annual Bonus. A cash bonus (the "ANNUAL BONUS") to be paid each year pursuant to the Company's Economic Profit Bonus Plan, subject to the achievement of goals agreed by the Chief Executive Officer in accordance with this Section 3.02, at the same time bonuses are generally paid to other senior executives of the Company for the relevant fiscal year. Each year of the term of this Agreement the Chief Executive Officer shall approve objective and quantifiable annual goals which shall be reduced to writing and presented to the Executive on or before the sixtieth (60th) day after the Effective Date or the commencement of the Company's fiscal year, as appropriate. The targeted annual bonus shall be ninety percent (90%) of the Executive's Annual Base Salary on March 31, 2005 from April 1, 2004 forward. 3.03 Gross Amounts. The Annual Base Salary and Annual Bonus set forth in this Article III shall be the gross amounts of such Annual Base Salary and Annual Bonus. The Executive is responsible for paying any and all taxes due on any amounts received by him as 2 {PAGE} Annual Base Salary or Annual Bonus, including, but not limited to, any income tax, social security tax, Medicare tax or capital gains tax. ARTICLE IV OTHER BENEFITS 4.01 Incentive Savings and Retirement Plans. The Executive shall be entitled to participate, during the term of this Agreement, in all incentive (including the Company's Equity Incentive Plan), savings and retirement plans, practices, policies and programs available to other senior executives of the Company. Any benefits received pursuant to this Section 4.01 shall be the gross amount of such benefits. The Executive is responsible for paying any and all taxes due on any benefits received pursuant to this Section 4.01, including, but not limited to, any income tax, social security tax, Medicare tax or capital 365583	James Hardie James Hardie Industries NV ( Raw Materials ) As referenced in this Employment Agreement: James Hardie Industries N. – 08 Effect on Other Agreements. This Agreement shall terminate and supersede all prior agreements, promises and representations regarding the terms and conditions of the Executive's employment by the Company, James Hardie Industries N. V., or any of their subsidiaries or affiliates, and any severance or other payments contingent upon termination of employment, including but not limited to a certain Employment Agreement by and _____________ dt 1380547 ;	Louis Gries
$41	Preview Subscribers	2003	Employment Agreement Employment Agreement (33K) Doc #365724: Click preview link for longer preview. EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (this "AGREEMENT") is made and entered into as of the day of , (the "EFFECTIVE DATE"), by and between JAMES HARDIE (the "COMPANY") and , a resident of (the "EXECUTIVE"). RECITALS The Company and the Executive desire to enter into this Agreement to establish the terms and conditions of the Executive's employment by the Company during the term hereof. The Executive will have responsibilities for activities in companies in the James Hardie group in addition to those owed to the Company - these companies together with the Company are referred to in this Agreement as the "Group". AGREEMENT NOW, THEREFORE, in consideration of the covenants contained herein, the above recitals and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and subject to the conditions and covenants contained herein the parties agree as follows: ARTICLE I DUTIES 1.01 Duties. The Company hereby employs the Executive, and the Executive hereby accepts such employment, as the Company's upon the terms and subject to the conditions set forth in this Agreement. The Executive will report directly to the . The Executive shall perform such duties and functions consistent with his role as as may from time to time be assigned to him by the Company's or Board of Directors. 1.02 Other Business (a) During the term of this Agreement, the Executive agrees that during the course of the Company's business hours, he will devote the whole of his time, attention and efforts to the performance of his duties and obligations hereunder. The Executive shall not, during the term of this Agreement, engage in any activity which materially interferes with his performance of duties assigned the Executive hereunder. (b) The Executive shall not, during the term of this Agreement, without the written approval of the Chief Executive Officer and obtained in each instance, directly or indirectly (i) accept employment or receive any compensation for the performance of services from any business enterprise other than the Company or the Group, or (ii) enter into or be concerned or interested in any trade or business or public or private work (whether for profit or otherwise and whether as partner, principal shareholder or otherwise), which may, in the absolute {PAGE} discretion of the Chief Executive Officer, hinder or otherwise interfere with the performance by the Executive of his duties and obligations hereunder, except as a holder of not more than five percent (5%) of any class of stock or other securities in any company which is listed and or traded on any securities market. Nothing in this section 1.02(b) prevents the Executive from carrying out up to 15 hours per week of unpaid employment with religious, not for profit or voluntary organizations. ARTICLE II COMMENCEMENT OF AGREEMENT The term of this Agreement (the "INITIAL TERM") shall commence on the Effective Date and shall continue until terminated hereunder in accordance with the termination provisions contained in Article VI. This Agreement shall continue in full force and effect unless the Executive shall, give the Company at least ninety (90) days written notice of termination. ARTICLE III COMPENSATION During the term of this Agreement, the Company shall pay, or cause to be paid to the Executive in cash in accordance with the normal payroll practices of the Company for senior executive officers (including deductions withholdings and collections as required by law), the following: 3.01 Annual Base Salary. An annual base salary ("ANNUAL BASE SALARY") will be paid equal to Dollars ($ ) per year. Adjustments in Annual Base Salary, if any, shall be determined by the Company in its sole and absolute discretion, based upon annual reviews prior to March 31 of each year of the scope of the Executive's duties and Executive's performance of such duties. 3.02 Annual Bonus. A cash bonus (the "ANNUAL BONUS") to be paid each year pursuant to the Company's Executive Incentive Plan, in place at the time, subject to the achievement of goals agreed by the Chief Executive Officer in accordance with this Section 3.02, at the same time bonuses are generally paid to other senior executives of the Company for the relevant fiscal year. Each year of the term of this Agreement the Chief Executive Officer shall approve objective and quantifiable annual goals which shall be reduced to writing and presented to the Executive on or before the sixtieth (60th) day after the Effective Date or the commencement of the Company's fiscal year, as appropriate. The targeted annual bonus shall be percent ( %) of the Executive's Annual Base Salary. 3.03 Gross Amounts. The Annual Base Salary and Annual Bonus set forth in this Article III shall be the gross amounts of such Annual Base Salary and Annual Bonus. The Executive is responsible for paying any and all taxes due on any amounts received by him as Annual Base Salary or Annual Bonus, including, but not limited to, any income tax, social security tax, Medicare tax or capital 365724	James Hardie James Hardie Industries NV ( Raw Materials )
$41	Preview Subscribers	2004	Employment Agreement Employment Agreement (47K) Doc #380985: Click preview link for longer preview. Employment Agreement This Employment Agreement (?Agreement?), including the attached Exhibit ?A,? which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the ?Company?), and Cesar Monroy (?Executive?). This Agreement is effective as of May 28, 2003 (the ?Effective Date?). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The Company agrees to employ Executive, and Executive agrees to be . . . 380985	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 10 Employment Agreement This Employment Agreement (Agreement), including the attached Exhibit A, which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the Company), and Cesar Monroy (Executive). This Agreement is effective as of May 28, 2003 (the Effective Date). The Company and Executive agree as follows: 1. _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. - Page 13 - 5.3 _____________ U.S. Concrete, Inc – part of this Agreement. - Page 14 - IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. Cesar Monroy (Executive) U.S. Concrete, Inc . (the Company) By: /s/ Cesar Monroy By: /s/ Eugene P. Martineau Date: May 28, 2003 Printed Name: Eugene P. Martineau Title: President and Chief Executive Officer Date: May 27, _____________ U.S. Concrete, Inc – Base Salary: $13,750.00 or such higher rate as may be determined by the Company from time to time. four weeks Annual Paid Vacation: - Page 16 - Cesar Monroy (Executive) U.S. Concrete, Inc . (the Company) By: /s/ Cesar Monroy By: /s/ Eugene P. Martineau Date: May 28, 2003 Printed Name: Eugene P. Martineau Title: President and Chief Executive Officer Date: May 27, _____________ dt 1548052
$40	Preview Subscribers	2003	Employment Agreement Employment Agreement (54K) Doc #381015: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and William T. Albanese ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381015	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 1 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and William T. Albanese ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. -Page 13- {PAGE} 5. _____________ U.S. Concrete, Inc – be deemed not to be part of this Agreement. IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") William T. Albanese ("Executive") By:/s/ William T. Albanese By:/s/ Eugene P. Martineau ------------------------------ ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ U.S. Concrete, Inc – Obligations. Monthly Base Salary: $20,833.33 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: five weeks -Page 16- {PAGE} U.S. Concrete, Inc . (the "Company") William T. Albanese ("Executive") By:/s/ William T. Albanese By:/s/ Eugene P. Martineau ------------------------------ ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ dt 1548059
$40	Preview Subscribers	2003	Employment Agreement Employment Agreement (53K) Doc #381016: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and Thomas J. Albanese ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381016	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 2 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and Thomas J. Albanese ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. -Page 13- {PAGE} 5. _____________ U.S. Concrete, Inc – to be part of this Agreement. -Page 14- {PAGE} IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") Thomas J. Albanese ("Executive") By:/s/ Thomas J. Albanese By:/s/ Eugene P. Martineau ------------------------------------ ----------------------------------- Printed Name:Eugene P. Martineau ------------------------- Title:President and CEO Date:May 28, 2003 -------------------------------- ---------------------------------- _____________ U.S. Concrete, Inc – Obligations. Monthly Base Salary: $20,833.33 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: five weeks -Page 16- {PAGE} U.S. Concrete, Inc . (the "Company") Thomas J. Albanese ("Executive") By:/s/ Thomas J. Albanese ------------------------------------ By:/s/ Eugene P. Martineau ----------------------------------- Printed Name:Eugene P. Martineau ------------------------- Title:President and CEO Date:May 28, 2003 -------------------------------- ---------------------------------- _____________ dt 1548060
$40	Preview Subscribers	2003	Employment Agreement Employment Agreement (56K) Doc #381017: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and Michael W. Harlan ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381017	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 3 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and Michael W. Harlan ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. 5.3 No Waiver. _____________ U.S. Concrete, Inc – be deemed not to be part of this Agreement. IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") Michael W. Harlan ("Executive") By:/s/ Michael W. Harlan By:/s/ Eugene P. Martineau ------------------------- ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ U.S. Concrete, Inc – 26,500.00 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: five weeks -Page 18- {PAGE} Michael W. Harlan ("Executive") U.S. Concrete, Inc . (the "Company") By:/s/ Michael W. Harlan -------------------------- By:/s/ Eugene P. Martineau ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 Date:May 27, 2003 ------------------------- ----------------------------------- - _____________ dt 1548061
$41	Preview Subscribers	2003	Employment Agreement Employment Agreement (59K) Doc #381018: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and Eugene P. Martineau ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381018	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 4 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and Eugene P. Martineau ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. 5.3 No Waiver. _____________ U.S. Concrete, Inc – to be part of this Agreement. -Page 15- {PAGE} IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") Eugene P. Martineau ("Executive") By:/s/ Eugene P. Martineau By:/s/ Michael W. Harlan ---------------------------- --------------------------------------- Printed Name:Michael W. Harlan ----------------------------- Title:Executive Vice President, COO & CFO ------------------------------------ Date:May _____________ U.S. Concrete, Inc – Employment Non-Competition Obligations. Monthly Base Salary: $44,166.67 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: five weeks U.S. Concrete, Inc . (the "Company") Eugene P. Martineau ("Executive") By:/s/ Eugene P. Martineau By:/s/ Michael W. Harlan ---------------------------- --------------------------------------- Printed Name:Michael W. Harlan ----------------------------- Title:Executive Vice President, COO & CFO ------------------------------------ Date:May _____________ dt 1548062
$40	Preview Subscribers	2003	Employment Agreement Employment Agreement (54K) Doc #381020: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and Michael D. Mitschele ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381020	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 6 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and Michael D. Mitschele ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. -Page 13- {PAGE} 5. _____________ U.S. Concrete, Inc – be deemed not to be part of this Agreement. IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") Michael D. Mitschele ("Executive") By:/s/ Michael D. Mitschele By:/s/ Eugene P. Martineau ------------------------------ ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ U.S. Concrete, Inc – Obligations. Monthly Base Salary: $16,658.33 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: five weeks -Page 16- {PAGE} U.S. Concrete, Inc . (the "Company") Michael D. Mitschele ("Executive") By:/s/ Michael D. Mitschele By:/s/ Eugene P. Martineau --------------------------------- ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ dt 1548063
$40	Preview Subscribers	2003	Employment Agreement Employment Agreement (55K) Doc #381021: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and Donald C. Wayne ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381021	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 7 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and Donald C. Wayne ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. -Page 13- {PAGE} 5. _____________ U.S. Concrete, Inc – be deemed not to be part of this Agreement. IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") Donald C. Wayne ("Executive") By:/s/ Donald C. Wayne By:/s/ Eugene P. Martineau --------------------------------- ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ U.S. Concrete, Inc – Obligations. Monthly Base Salary: $13,750.00 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: four weeks -Page 16- {PAGE} U.S. Concrete, Inc . (the "Company") Donald C. Wayne ("Executive") By:/s/ Donald C. Wayne By:/s/ Eugene P. Martineau --------------------------------- ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ dt 1548064
$40	Preview Subscribers	2003	Employment Agreement Employment Agreement (55K) Doc #381022: Click preview link for longer preview. Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc., a Delaware corporation (the "Company"), and Richard A. Williams ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: 1. Employment, Compensation and Benefits 1.1 Term and Position. The . . . 381022	U.S. Concrete U.S. Concrete Inc. ( Raw Materials ) As referenced in this Employment Agreement: U.S. Concrete, Inc – 8 Employment Agreement This Employment Agreement ("Agreement"), including the attached Exhibit "A," which is incorporated herein by reference and made an integral part of this Agreement, is entered into between U.S. Concrete, Inc ., a Delaware corporation (the "Company"), and Richard A. Williams ("Executive"). This Agreement is effective as of May 28, 2003 (the "Effective Date"). The Company and Executive agree as follows: _____________ U.S. Concrete, Inc – been duly given when personally delivered or when mailed by United States registered or certified mail. Notices to the Company shall be sent to its President and its Secretary at: U.S. Concrete, Inc ., 2925 Briarpark, Suite 500, Houston, Texas 77042. Notices and communications to Executive shall be sent to the address Executive most recently provided to the Company. -Page 13- {PAGE} 5. _____________ U.S. Concrete, Inc – to be part of this Agreement. -Page 14- {PAGE} IN WITNESS WHEREOF, the Company and Executive have executed this Agreement in multiple originals to be effective on the Effective Date. U.S. Concrete, Inc . (the "Company") Richard A. Williams ("Executive") By:/s/ Richard A. Williams By:/s/ Eugene P. Martineau ------------------------------- ------------------------------------- Printed Name:Eugene P. Martineau --------------------------- Title:President and CEO ---------------------------------- Date:May 28, 2003 _____________ U.S. Concrete, Inc – 13,750.00 or such higher rate as may be determined by the Company from time to time. Annual Paid Vacation: four weeks -Page 16- {PAGE} Richard A. Williams ("Executive") U.S. Concrete, Inc . (the "Company") By:/s/ Richard A. Williams By:/s/ Eugene P. Martineau ---------------------------------- ------------------------------------- Printed Name:/s/ Eugene P. Martineau --------------------------- Title:President and CEO Date:May 28, 2003 ---------------------------------- --------------------------------- Date:May 27, _____________ dt 1548065
$40	Preview Subscribers	2000	Employment Agreement [Restated] Employment Agreement [Restated] (68K) Doc #401781: Click preview link for longer preview. RESTATED EMPLOYMENT AGREEMENT RESTATED EMPLOYMENT AGREEMENT, dated as of August __, 1999, by and between U.S. Industries, Inc., a Delaware corporation, with its principal office at 101 Wood Avenue South, Iselin, New Jersey 08830 ("USI"), and James O'Leary, residing at _______________________________ ("Executive"). W I T N E S S E T H: - - - - - - - - - - WHEREAS, Executive and USI have previously entered into an employment agreement (the "Employment Agreement"); . . . 401781	Hanson Hanson plc ( Raw Materials ) As referenced in this Employment Agreement [Restated]: Hanson PLC – member, fiduciary or agent, or is no longer employed by USI, and shall inure to the benefit of his heirs, executors and administrators. This amendment and restatement shall not release Hanson PLC ("PLC"), HM or any of their affiliates from any indemnity or other 19 {PAGE} obligation under Sections 11 of the Employment Agreement prior to this amendment and restatement. (b) _____________ dt 1524513 ;	Jacuzzi Brands Jacuzzi Brands, Inc. ( Conglomerates )
$38	Preview Subscribers	2004	Employment Agreement Employment Agreement (9K) Doc #419014: Click preview link for longer preview. EMPLOYMENT AGREEMENT This Agreement, made as of the first day of June, 2004, by and between TEXAS INDUSTRIES, INC., a Delaware corporation (hereinafter referred to as the ï¿½Companyï¿½), and MEL G. BREKHUS (hereinafter referred to as the ï¿½Employeeï¿½). WITNESSETH: WHEREAS, Employee has been elected to the position of President and Chief Executive Officer of the Company and as a member of its Board of Directors; and WHEREAS, the Company is desirous of insuring the retention of Employeeï¿½s services, on the terms and conditions herein set forth, and . . . 419014	Texas Industries Texas Industries Inc. ( Raw Materials ) As referenced in this Employment Agreement: TEXAS INDUSTRIES, INC – Employment Agreement EX-10.1 2 dex101.htm EMPLOYMENT AGREEMENT Exhibit 10.1 EMPLOYMENT AGREEMENT This Agreement, made as of the first day of June, 2004, by and between TEXAS INDUSTRIES, INC ., a Delaware corporation (hereinafter referred to as the Company), and MEL G. BREKHUS (hereinafter referred to as the Employee). WITNESSETH: WHEREAS, Employee has been elected to the position of _____________ TEXAS INDUSTRIES, INC – upon the successors and assigns of the Company. This Agreement shall not be modified, changed or in any way amended except by instrument in writing executed by the parties hereto. TEXAS INDUSTRIES, INC . ATTEST: By /s/ Robert C. Moore By /s/ James M. Hoak Secretary James M. Hoak, Chairman Compensation Committee of the Board of Directors EMPLOYEE: By /s/ M.G. Brekhus _____________ dt 1417767
$41	Preview Subscribers	2003	Employment Agreement Employment Agreement (42K) Doc #419152: Click preview link for longer preview. EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 30th day of September, by and among SMITH-MIDLAND CORPORATION, a Delaware corporation (the "Company"), and RODNEY I. SMITH (the "Executive"). WHEREAS, the Executive is currently employed as President and Chief Executive Officer of the Company; WHEREAS, the parties hereto wish to enter into the arrangements set forth herein with respect to the terms and conditions of the Executive's continued employment with the Company from and after the date first written above. NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 1. Employment Agreement. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company for the Employment Period set forth in Section 2 hereof and in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization are in some cases defined in Section 21 below. This Agreement shall be effective as of the first date written above (the "Effective Date"), and shall replace and supersede any employment agreement between the Executive and the Company (the "Current Agreement"). 2. Term. Unless earlier terminated pursuant to Section 8, the term of the Executive's employment hereunder shall commence on the Effective Date and shall conclude on the fourth anniversary of the Effective Date (the "Employment Period"); provided, however, that commencing on the date one year after the Effective Date, and on each annual anniversary of the Effective Date thereafter, the Employment Period shall automatically be extended for one additional year, unless either party gives written notice, no less than 30 days prior to the anniversary date, to the other party that it no longer wishes such automatic extensions to continue (a "Notice of Non-Renewal"). 3. Position and Duties. The Executive shall serve as President and Chief Executive Officer of the Company during the Employment Period, and shall serve as a member of the Board during the Employment Period. As the President and Chief Executive Officer of the Company, the Executive shall render executive, policy and other management services to the Company of the type customarily performed by persons serving in a similar capacity and as reasonably determined by the Board with regard to the Executive's status and position within the Company. It is also contemplated that the Executive will engage in the development of new, and/or enhancement of existing, products or technologies of the Company. The Executive shall devote the Executive's reasonable best efforts to the performance of the Executive's duties hereunder and the advancement of the business and affairs of the Company during the Employment Period (provided that the Executive may devote time to managing his personal investments and to charitable and community activities, and, with the consent of the Board, take up other offices and positions during the Employment Period). 1 {PAGE} 4. Place of Performance. During the Employment Period, the Executive's primary place of employment and work location shall be Midland, Virginia, except for reasonable travel on Company business and as otherwise consented to by the Executive. 5. Compensation. (a) Base Salary. The Company initially shall pay to Executive an annual base salary (the "Base Salary") of $99,000. The Base Salary shall be reviewed by the Board no less frequently than annually and may be increased (but not decreased) at the discretion of the Board. If the Executive's Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the Employment Period. The Base Salary shall be payable monthly or in such other installments as shall be consistent with the Company's payroll procedures in effect from time to time. (b) Royalties. (i) In addition to the Base Salary, commencing on the Effective Date, the Company shall pay to the Executive an annual royalty fee (the "Royalty") of $99,000. The Royalty shall be in consideration for the Executive's assignment, and/or future obligation to assign, to the Company all of his rights, title and interest in and to all of the Patents described in Section 5(b)(ii) hereof. The Royalty shall be payable monthly. Payment of the Royalty shall continue for so long as the Company is using the inventions underlying the non-expired Patents and shall survive the Employment Term. (ii) The "Patents" shall include (A) all Patents owned by the Executive for inventions created by the Executive subsequent to the Company's initial public offering and on or before the Effective Date and used by the Company; such Patents shall be assigned by the Executive to the Company reasonably promptly after the Effective Date, and (B) all future Patents for inventions created by the Executive during the Employment Period which shall be assigned by the Executive to the Company upon the mutual determination by the Executive and the Company that such inventions underlying the Patents are beneficial or appropriate for use by the Company. The Executive shall take such actions, at the cost of the Company, as reasonably requested by the Company to effectuate the intent of this Section. (c) Bonus. During the Employment Period, the Company shall pay to the Executive bonuses as follows (the "Bonus"): (i) an annual performance bonus in an amount determined at the discretion of the Board for each calendar year and (ii) a quarterly bonus in an amount ($27,000) equal to one-twentieth (1/20) of the current outstanding principal balance of the loan made by the Company to the Executive in the aggregate amount of $540,000 (the "Loan"), and the unpaid interest accrued thereon during such quarter, and a cash amount which reimburses the Executive for the federal, state and local taxes (including as a result of the payment of this cash amount, but deducting any savings from deducting state and local taxes for federal tax purposes) payable by the Executive as a result 2 {PAGE} of the bonus payable pursuant to this subparagraph (ii). The payment of the Bonuses that are equal to one-twentieth (1/20) of the Loan and the quarterly interest thereon shall be paid in the form of foregiveness of such principal and interest. Once the Loan has been fully repaid, no further Bonus under subparagraph (ii) shall be payable.