EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the
23rd day of June, 1997, between GROUP TECHNOLOGIES CORPORATION, a Florida
corporation (the "Company") and James G. Cocke, a current employee of the
Company (the "Employee").
WHEREAS, the Company is actively evaluating alternatives to improve
the financial condition of the Company, including, among other things, (i)
the potential sale of an interest in the Company, (ii) the potential sale
of certain assets of the Company, and (iii) the potential merger of the
Company or one of its business units with another entity that is not
affiliated with the Company; and
WHEREAS, the Company recognizes that the Employee fulfills an
important role in managing the affairs of the Company and, in order to
relieve the Employee of any apprehension concerning employment security
during this period of uncertainty within the Company and, therefore, help
ensure that the Employee remains dedicated and focused on managing the
affairs of the Company, the Company desires to enter into this Agreement
with the Employee; and
WHEREAS, in recognition of the special efforts that may be required of
the Employee on behalf of the Company during the period of time covered by
this Agreement, the Company also desires to offer the Employee an
opportunity to earn a special cash bonus according to the terms and
conditions specified in Section II hereof; and
WHEREAS, the Employee: (i) has read and understands the terms and
conditions of this Agreement, and (ii) desires and intends to remain
employed by the Company in the Employee's present position, pursuant to the
terms and conditions hereof, and (iii) further intends to expend the
Employee's time, knowledge, expertise and energy while at work to help the
Company successfully improve the financial condition of the business.
NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth and for other good and valuable consideration, the
receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
I. EMPLOYMENT PROVISIONS
1.1. Term. This Agreement shall be for a term of one year
commencing on July 1, 1997 and ending on June 30, 1998, unless the
Employee's employment with the Company ends before that date for any of the
reasons which are specified in Section 1.4 of this Agreement (the "Term").
1.2. Compensation and Benefits. As consideration for the services
rendered by the Employee pursuant to this Agreement, including the
agreement to devote the Employee's full business time and efforts to the
performance of the duties and responsibilities of the Employee's position
or positions at the Company, the Company will provide compensation and
benefits to the Employee as follows:
(a) Salary. A base salary of One Hundred Forty Thousand
Dollars ($140,000), which will be dispersed in accordance with the standard
payroll practices of the Company for salaried personnel. During the Term
of this Agreement, the Company may increase the base salary of the Employee
at the Company's sole discretion.
(b) Vacation. Paid vacation of twenty (20) business days during the
Company's established vacation year.
(c) Additional Benefits. Participation (at the expense of
the Company, where lawful and consistent with Company policy) in any and
all employee retirement, medical, life and disability insurance and other
benefits made available to salaried employees of the Company.
1.3. Termination of Employment With Payment. If the Employee is
terminated by the Company during the Term of this Agreement without cause
or for reasons other than those described in Section 1.4 hereof, the
Company will compensate the Employee as follows:
(a) the Company will provide the Employee with pay continuance
for a period of one year from the date of termination. Pay continuance
will be calculated based upon an annual rate which is equal to the
Employee's base salary at the time of termination, less any applicable
federal and state taxes, and will be dispersed in accordance with the
standard payroll practices of the Company for salaried personnel;
(b) the Company will make a lump sum payment to the Employee at
the time of termination for all earned and/or accrued vacation days through
the date of termination;
(c) the Company will provide hospitalization and medical
insurance coverage, equal to the coverage provided to active salaried
employees of the Company under its employee health plan (prior to the
exercise of COBRA rights), for a period of one year from the date of
termination; and
(d) the Company will provide life insurance coverage equal to
the coverage provided by the Company's life insurance plan to active
salaried employees of the Company for a period of one year from the date of
termination.
1.4. Termination of Employment Without Payment. Should the Employee's
employment with the Company terminate prior to the expiration of the Term
of this Agreement upon the occurrence of any one or more of the following
events, the Company will be without any further obligation to the Employee
and will be under no obligation to provide the Employee with any
compensation whatsoever pursuant to this Agreement other than salary and/or
vacation pay in accordance with the then current policies of the Company:
(a) the voluntary resignation of the Employee;
(b) the death of the Employee;
(c) the material failure by the Employee to meet the performance
standards of the Employee's job, as determined by the Company, provided
that such material failure has not been cured within a reasonable time
required to cure such failure;
(d) gross negligence or willful misconduct by the Employee in
the performance of the Employee's duties for the Company;
(e) a material breach by Employee of any of the obligations of
this Agreement, including, specifically, but not limited to the
confidentiality provisions contained in Section 3.4 hereof;
(f) the conviction of the Employee (or the entering of a plea of
guilty or nolo contendere by the Employee) for fraud, misappropriation,
embezzlement, financial misconduct, or any other felony;
(g) the determination by the Company that the Employee has been
unable, for a continuous period of at least six (6) months or for shorter
periods totaling six (6) months during any 12-month period, to perform the
Employee's duties because of injury, illness, or other physical or mental
disability for which the Company was unable to make reasonable
accommodation;
(h) the refusal by the Employee to accept an offer of employment
by the Company, any affiliate of the Company, or any successor to the
Company, at a base salary that is equal to or greater than the Employee's
base salary at the time the offer is made, unless such offer of employment
is for a job at a location that is greater than one hundred (100) miles
from the Employee's current place of employment; or
(i) the termination and subsequent employment of the Employee by
the Company, its affiliates or a successor to the Company that does not
result in an interruption in the years of credited service or a reduction
in base salary of the Employee.
Notwithstanding any of the foregoing, should the Employee's employment
with the Company terminate prior to the expiration of the Term of this
Agreement because of the occurrence of an event described in either Section
1.4(h) or Section 1.4(i), the Employee will not become ineligible to
receive the Special Bonus solely as a result of being terminated in
accordance with the provisions of Sections 1.4(h) or 1.4(i).
II. SPECIAL BONUS PROVISIONS
2.1 Eligibility for Special Bonus. The Company hereby agrees to
pay to the Employee a one-time, lump sum cash bonus in the amount of Fifty
Thousand Dollars ($50,000), less any applicable taxes or other required
withholding amounts (the "Special Bonus"), subject to the terms and
conditions of this Agreement.
2.2 Payment of the Special Bonus. The Company's obligation to pay the
Employee the Special Bonus hereunder shall be completely null and void
unless each of the following conditions is met:
(a) the Board of Directors of the Company shall have approved
the payment of the Special Bonus;
(b) the Company shall have successfully concluded its efforts to
improve the financial condition of the Company through either (i) the sale
of an interest in the Company, (ii) the sale of certain assets of the
Company, (iii) the merger of the Company or one of its business units with
another entity that is not affiliated with the Company, or (iv) the
completion of some other transaction that results in a similar improvement
to the Company's financial condition; and
(c) on the date the Company's obligation to pay the Special
Bonus arises, the Employee must either be (i) employed with the Company or
any of its affiliates, or (ii) employed and on active status with a
successor to the Company.
The Special Bonus shall be paid to the Employee by the Company in the
form of a check payable to the Employee no later than ten (10) business
days after the Special Bonus has been approved by the Company's Board of
Directors.
III. GENERAL PROVISIONS
3.1. Representations by the Employee. The Employee hereby represents
and warrants to the Company that:
(a) the Employee's execution and delivery of this Agreement and
the performance of the Employee's duties and obligations hereunder will not
conflict with, cause a breach or default under, or give any party a right
to damages under (or to terminate) any other agreement to which the
Employee is party or by which Employee is bound; and
(b) there are no restrictions, agreements or understandings that
would make unlawful the Employee's execution or delivery of this Agreement
or the Employee's employment hereunder.
3.2. Right of Offset. The parties hereto agree that the Company may
reduce any compensation otherwise payable to the Employee under this
Agreement by any amounts payable by the Employee to the Company or an
affiliate of the Company.
3.3. Noncompetition. This Agreement is not a noncompetition
agreement. At the end of the Term specified in Section 1.1 hereof, the
Employee is free to pursue employment wherever the Employee sees fit and to
utilize any standard industry knowledge gain by Employee during the course
of employment by the Company.
3.4. Confidentiality.
(a) General Information. The Employee shall refrain from
disclosing to any other person or entity any confidential documents or
confidential information concerning the Company or its affiliates obtained
by the Employee at any time. "Confidential Information" shall include but
not be limited to communications with customers and active prospective
customers, prices, contracts, financial information, marketing strategies,
customer programs, computer programs, intellectual property and any other
such information that would not otherwise be generally known by or
available to a third party.
(b) Information Regarding this Agreement. Except as may be
necessary to enforce the terms of this Agreement or as may otherwise be
required by law, the Employee shall not disclose to any other person or
entity: (i) any of the contents of this Agreement, (ii) any of the contents
of the discussions, negotiations, or correspondence leading up to this
Agreement, or (iii) any information regarding a potential or actual
transaction concerning the business.
The parties hereto agree that the provisions contained in Section
3.4(a) shall survive the termination of this Agreement and shall remain in
force for a period of three (3) years thereafter.
3.5. Expenses. Except as otherwise specifically provided in this
Agreement, each party hereto will pay its own expenses respectively
incurred or to be incurred by it in performing its obligations under this
Agreement, or in consummating the transactions contemplated by this
Agreement.
3.6. Notices. Any notice or communication given pursuant to this
Agreement must be in writing and (a) delivered personally, (b) sent by
telefacsimile or other similar facsimile transmission, (c) delivered by
overnight express, or (d) sent by registered or certified mail, postage
prepaid, as follows:
(i) If to the Employee:
James G. Cocke
11654 Swift Water Circle
Orlando, Florida 33647
(ii) If to the Company:
Group Technologies Corporation
10901 Malcolm McKinley Drive
Tampa, Florida 33612
Attention: Legal Counsel
Facsimile number: (813) 972-6715
All notices and other communication required or permitted under this
Agreement that are addressed as provided in this Section 3.6 will (a) if
delivered personally or by overnight express, be deemed given upon
delivery; (b) if delivered by telefacsimile or similar facsimile
transmission, be deemed given when electronically confirmed; and (c) if
sent by registered or certified mail, be deemed given when received. Any
party from time to time may change its address for the purpose of notices
to that party by giving a similar notice specifying a new address, but no
such notice will be deemed to have been given until it is actually received
by the party sought to be charged with the contents thereof.
3.7. Entire Agreement. This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior communications, agreements, understandings,
representations, and warranties whether oral or written, between the
parties hereto with respect to the subject matter hereof. There are no
oral or written agreements, understandings, representations, or warranties
between the parties hereto with respect to the subject matter hereof other
than those set forth in this Agreement.
3.8. Assignment and Amendment of Agreement. This Agreement will be
binding upon the parties hereto and their respective successors and
permitted assignees. Because the Employee's duties hereunder are special,
personal and unique in nature, the Employee may not transfer, sell or
otherwise assign the Employee's rights, obligations or benefits under this
Agreement (and any attempt to do so will be void). The Company may assign
its rights and obligations under this Agreement at its sole discretion.
This Agreement may be modified or amended only by a writing duly executed
on behalf of each party hereto.
3.9. Governing Law. This Agreement will be governed by and construed
and enforced in accordance with the laws of the state of Florida (without
regard to the principles of conflict of laws) applicable to a contract
executed and to be performed in such state.
3.10. No Third Party Rights. Except as specifically provided in
this Agreement, this Agreement is not intended and may not be construed to
create any rights (including third party beneficiary rights) in any parties
other than the Employee and the Company and their respective successors and
permitted assignees.
3.11. Waiver and Remedies. Any term or condition of this
Agreement may be waived at any time by the party that is entitled to the
benefit thereof. Any such waiver will be in writing and will be executed
by such party. A waiver on one occasion will not be deemed to be a waiver
of the same or any other breach on a future occasion. All remedies, either
under this Agreement or by law or otherwise afforded, will be cumulative
and not alternative.
3.12. Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable under any present or future
law, and if the rights or obligations of any party hereto under this
Agreement will not be materially and adversely affected thereby, (a) such
provision will be fully severable, (b) this Agreement will be construed and
enforced as if such illegal, invalid, or unenforceable provision had never
comprised a part hereof, (c) the provisions of this Agreement will remain
in full force and effect and will not be affected by the illegal, invalid,
or unenforceable provision or by its severance herefrom, and (d) in lieu of
such illegal, invalid, or unenforceable provision, there will be added
automatically as a part of this Agreement a legal, valid and enforceable
provision as similar in terms to such illegal, invalid, or unenforceable
provision as may be possible.
3.13. Counterparts. This Agreement may be executed simultaneously
in two or more counterparts, each of which will be deemed an original, but
all of which together will constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Employee have executed this
Agreement as of the date first above written.
COMPANY:
GROUP TECHNOLOGIES CORPORATION
/s/ Jeffrey T. Gill
Jeffrey T. Gill
Chairman
EMPLOYEE:
/s/ James G. Cocke
James G. Cocke