SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended September 30, 1995
Commission File No. 1-7525
THE GOLDFIELD CORPORATION
EXHIBITS
November 13, 1995
TERMINATION OF EMPLOYMENT AGREEMENT
AGREEMENT, made on the 11th day of September, 1995, among ROMEY
A. TAYLOR ("Employee"), SOUTHEAST POWER CORPORATION ("SEPCO") and
THE GOLDFIELD CORPORATION ("Goldfield").
WHEREAS, Employee, SEPCO and Goldfield entered into an
Employment Agreement dated January 1, 1986 ("Employment Agreement");
and
WHEREAS, Employee, SEPCO and Goldfield entered into Amendment
No. 1 to Employment Agreement whereby said Employment Agreement was
extended until December 31, 1993; and
WHEREAS, Employee, SEPCO and Goldfield mutually desire to
terminate the Employment Agreement, as amended.
1. Termination of Agreement: The Employment Agreement between
Employee, SEPCO and Goldfield is hereby terminated effective as of
September 11, 1995.
2. Existing Debt of Employee: SEPCO and Goldfield hereby
forgive Employee from payment of $38,610.76 which was the result of
overpayments of annual bonuses in 1992 and 1993.
3. Future Relationship: The Employee shall resign as an
officer of SEPCO but shall serve as Chairman of the Board of
Directors of SEPCO subject to election thereon as part of
management's slate of directors.
During the period in which Employee serves as Chairman of the
Board of SEPCO, he shall receive an annual salary of $80,000 payable
in arrears and in weekly installments. It is understood by all
parties, however, that the payment of such annual salary and the
retention of Employee as Chairman of the Board of Directors shall be
at the sole discretion of SEPCO and Goldfield.
4. Duties: While serving as Chairman of the Board of
Directors, the Employee agrees to perform such duties and service
for SEPCO and its subsidiaries and affiliated organizations as
SEPCO's Board of Directors may specify from time to time.
5. Other Benefits: During the term of this Agreement, Employee
shall be entitled to receive all other benefits of employment
generally available to other members of SEPCO and Goldfield
management, when and as he becomes eligible therefor. During the
period of this Agreement, Employee will be reimbursed for reasonable
traveling and entertainment expense in accordance with SEPCO's and
Goldfield's general policies.
6. Trade Secrets: All customer lists and other information
concerning customers, and all methods, processes and technical
information used in the business or operations or in the possession
of SEPCO and Goldfield will be held in confidence by Employee and
will not be disclosed, made public or made use of by or through him,
directly or indirectly, while Employee is employed by SEPCO or at
any time thereafter.
7. Release: The Employee hereby remises, releases, acquits,
satisfies, and forever discharges Goldfield and SEPCO from all, and
all manner of action and actions, cause and causes of action, suits,
debts, dues, sums of money, accounts, reckonings, bonds, bills,
specialties, convenants, contracts, controversies, agreements,
promises, variances, trespasses, damages, judgments, executions,
claims and demands whatsoever, in law or in equity, which Employee
ever had, now has, or which any personal representative, successor,
heir or assign of said Employee, hereafter can, shall or may have,
against said Goldfield and SEPCO, for, upon or by reason of any
matter, cause or thing whatsoever, from the beginning of the world
to the day of these presents, including but not limited to, the
Employment Agreement as amended.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
\ \
Romey A. Taylor
SOUTHEAST POWER CORPORATION
By: \ \
John H. Sottile, Vice President
THE GOLDFIELD CORPORATION
By: \ \
John H. Sottile, President
Southeast Power Corporation
1805 Hammock Road Titusville, Florida 32796
Telephone 407 268-0540
September 11, 1995
John H. Sottile
Suite 500
100 Rialto Place
Melbourne, FL 32901
Dear Mr. Sottile:
Pursuant to a Resolution of the Board of Directors of Southeast
Power Corporation ("SEPCO") adopted on September 11, 1995, SEPCO
entered into an Employment Agreement with you expiring on December
31, 1990. The term of your Employment Agreement has been
previously extended until December 31, 2001.
I am pleased to advise you that the Board of Directors, on
September 11, 1995 agreed to amend your Employment Agreement as
follows:
1. Extend the term of your Employment Agreement until December
31, 2005
2. Add Paragraph 10 to said Employment Agreement to read as
follows:
10. Termination of Employment: SEPCO may terminate your employment
at any time upon thirty (30) days' written notice to you;
provided, however, that in the event SEPCO terminates your
employment, SEPCO shall pay you within ten (10) days of such
notice of termination an amount equal to the cash salary that you
would have received in the absence of such termination from the
date of such termination through December 31, 2005, and shall on
the date of such termination commence payment of any retirement
benefits.
You and SEPCO agree that in the event of termination pursuant to
this section, payment of the sums prescribed above shall
constitute liquidated damages hereunder, and SEPCO shall have no
further obligations to you under this letter agreement and you
shall have no further obligations to SEPCO under this letter
agreement.
Sincerely,
SOUTHEAST POWER CORPORATION
By:\ \
Robert Jones, President
Agreed to and accepted:
\ \
John H. Sottile
The Goldfield Corporation
100 Rialto Place, Suite 500
Melbourne, FL 32901
September 15, 1995
John H. Sottile
Suite 500
100 Rialto Place
Melbourne, FL 32901
Dear Mr. Sottile:
Pursuant to a Resolution of the Board of Directors of The Goldfield
Corporation ("Goldfield") adopted on January 15, 1985, Goldfield
entered into an Employment Agreement with you expiring on December
31, 1989. The term of your Employment Agreement has been previously
extended until December 31, 2001.
I am pleased to advise you that the Board of Directors, on September
15, 1995 agreed to amend your Employment Agreement dated January 15,
1985, as follows:
1. Extend the term of your Employment Agreement until December
31, 2005
2. Paragraph 7 of the said Employment Agreement is hereby
amended to read:
7. TERMINATION OF EMPLOYMENT: The Company may terminate
your employment at any time upon thirty (30) days' written notice to
you; provided, however, that in the event the Company terminates
your employment, the Company shall pay you within ten (10) days of
such notice of termination an amount equal to the cash salary that
you would have received in the absence of such termination from the
date of such termination through December 31, 2005, and shall on the
date of such termination commence payment of any retirement
benefits.
You and the Company agree that in the event of termination
pursuant to this section, payment of the sums prescribed above shall
constitute liquidated damages hereunder, and the Company shall have
no further obligations to you under this letter agreement and you
shall have no further obligations to the Company under this letter
agreement.
Sincerely,
THE GOLDFIELD CORPORATION
By: \ \
Stephen R. Wherry
Vice President
Agreed to and accepted:
\ \
John H. Sottile