EXHIBIT 10.2
EMPLOYMENT AGREEMENT
This Agreement is dated as of the 21st day of March,
1997, between Campo Electronics, Appliances and Computers,
Inc. (the "Company") and Rex O. Corley, Jr. (the
"Employee").
1. Employment/Capacity. The Company agrees to and
does hereby employ the Employee, and the Employee agrees to
and does hereby remain in the employ of the Company, upon
the terms and conditions set forth in this Agreement. Such
employment shall be in the capacity of Acting Chairman of
the Board and Chief Executive Officer of the Company,
subject to the supervision of the Company's Board of
Directors. Such employment shall commence on the date of
this Agreement (the "Effective Date") and shall continue
until the second anniversary of the date of this Agreement
unless sooner terminated as provided in this Agreement. As
used in this Agreement, the phrase "term of this Agreement"
shall be deemed to include the period subsequent to the
Effective Date through the earlier of termination of
Employee's employment with the Company or the second
anniversary of the date of this Agreement; however, such
phrase shall not be construed as limiting the enforceability
by either party of any rights provided for in this
Agreement.
2. Time and Effort/Absences. During the term of this
Agreement, the Employee shall devote his entire time and
attention during normal business hours to the Company's
business, and he shall not engage in any other business
activity whether or not for gain, profit or other pecuniary
advantage, but nothing shall be construed to restrict him
(i) from performing services as a member of the Board of
Directors, Board of Trustees or the like of any non-profit
or for-profit entity whether or not he receives compensation
therefor, provided that such services do not unreasonably
interfere with his ability to perform the services and
discharge his responsibilities hereunder, (ii) from
investing his assets in such form or manner as will not
require any services on his part in the operation of the
business of the entity in which such investment is made,
and/or (iii) from serving in various capacities with, and
attending meetings of, industry groups and associations
relevant to the Company's business.
3. Corporate Offices. If elected, the Employee will
serve, without additional compensation, as a director of the
Company and/or as an officer and director (or in either
capacity) of any subsidiary of the Company. The Company
agrees during Employee's employment hereunder to:
(i) maintain, if available at a cost acceptable to
the Board of Directors in its discretion, director and
officer liability insurance for the Employee in
connection with his serving in all such capacities in
an amount and on such terms as are currently in effect
for officers and directors of the Company or, if
reduced, as are reasonably satisfactory to the Employ-
ee; and
(ii) use its reasonable best efforts to maintain
the director and officer exculpation and
indemnification provisions currently provided in its
Articles of Incorporation and By-laws and, if Louisiana
law at any time permits more protection than currently
provided, use its best efforts to add such additional
protection.
4. Salary/Bonus/Other Benefits. In consideration of
the services and duties to be rendered and performed by the
Employee during the term of this Agreement, the Company
agrees that it will, during the term of this Agreement, pay
and provide for the Employee the compensation and benefits
described below and described elsewhere in this Agreement
and the Appendices hereto:
a. Salary. A salary, payable in equal bi-weekly
installments, at the annualized rate provided in Appendix A
hereto, or in such greater amount as may from time to time
be fixed by the Board of Directors of the Company or any
duly authorized committee thereof. The Employee's salary
rate shall not be reduced without his written consent.
b. Bonus. A bonus or bonuses in such amount as
described and as may from time to time be fixed in
accordance with Appendix A hereto.
c. Other Benefits. The other payments and/or
benefits described in Appendix B hereto.
d. Withholding. All such payments shall be net
of applicable withholding for taxes and other required
amounts ("Withholding").
5. Expenses. The Employee shall be reimbursed for
out-of-pocket expenses incurred from time to time on behalf
of the Company or any subsidiary in the performance of his
duties under this Agreement, upon the presentation of such
supporting documents and forms as the Company shall
reasonably request.
6. Disability. If the Employee becomes Disabled (such
term is used as defined in Section 1.5 of the Company's
Severance Pay Plan and Summary Plan Description) during the
term of this Agreement the Company shall have the continuing
right and option while such disability continues by notice
in writing to the Employee to terminate this Agreement
effective thirty days after such notice is so given, unless
within such thirty day period he becomes capable of
rendering full time services of the character contemplated
hereby and he resumes such services. If the Employee
becomes Disabled, as aforesaid, the Company shall be
obligated to provide to him the amounts and benefits
described in Appendix C hereto (less Withholding) in lieu of
all other amounts and benefits provided by this Agreement.
7. Death. If Employee dies during the term of this
Agreement, this Agreement will terminate and the Company
shall be obligated to provide his personal representative(s)
and/or his beneficiaries with the amounts and death benefits
described in Appendix C hereto (less Withholding) in lieu of
all other amounts and benefits provided by this Agreement.
8. Severance or Termination Pay and Benefits. If the
employment of the Employee is terminated at any time during
the term of this Agreement (i) by him for Good Reason (as
defined in Paragraph 9 hereof) or (ii) by the Company for
any reason other than for Cause (as hereafter defined), the
Company shall be obligated to pay to him the severance pay
and benefits described in Appendix D hereto (less
Withholding) in lieu of all other amounts and benefits
provided by this Agreement. If the employment of Employee
is terminated at any time during the term of this Agreement
(i) by him without Good Reason or (ii) by the Company for
Cause, the Company shall be obligated to pay the Employee
the termination and other benefits described in Appendix E
hereto (less Withholding) in lieu of all other amounts and
benefits provided by this Agreement. Termination of the
Employee's employment on account of his Disability or death
will not require the Company to pay and provide any amounts
and benefits pursuant to Appendix D or E, but instead to pay
and provide the amounts and benefits described in Appendix
C.
As used herein, the term "Cause" means (i) the willful
and continuing failure by the Employee to perform
substantially the services contemplated (other than any such
failure resulting from his Disability) within a reasonable
period of time after a written demand for substantial
performance is delivered to him by a duly authorized member
or representative of the Company's Board of Directors which
specifically identifies the manner in which it is alleged
that he has not substantially performed such services, or
(ii) the willful engaging by him in misconduct materially
injurious to the Company.
9. Termination by the Employee for Good Reason.
a. The termination by the Employee of his
employment for "Good Reason" during the term of this
Agreement shall be deemed a justifiable termination of his
employment and shall excuse him from the obligation to
render services under or relating to this Agreement. In
that event the Company shall be obligated to pay to the
Employee the amounts and benefits described in Appendix D
hereto in lieu of all others provided by this Agreement. As
used herein, the term "Good Reason" means:
1. the occurrence of any of the following:
(i) a change by the Company in his status, title or
position(s) as an officer of the Company which does not
represent a promotion from or enhancement of his status,
title and position, or (ii) the assignment of any duties or
responsibilities which are inconsistent with such status,
title or position, or (iii) any removal of the Employee from
or any failure to reappoint or reelect him to his position
except in connection with a justifiable termination by the
Company of his employment for Cause or on account of
Disability or death or the termination by the Employee of
his employment other than for Good Reason, provided in each
such case described in clauses (i), (ii) or (iii) that the
same continues for 10 days after written notice thereof by
the Employee to the Company specifying the alleged
occurrence; or
2. a reduction in his salary rate or a
failure by the Company to pay to the Employee when due any
installment of salary and/or any bonus required pursuant to
Appendix A or to pay when due any other amounts owing under
or relating to this Agreement, or to perform any of the
Company's material obligations under this Agreement, which
reduction or failure in any such case continues for a period
of ten days after written notice thereof is given by him to
the Company; or
3. the Company's requiring him to be based
anywhere other than within a 75-mile radius of the New
Orleans, Louisiana area except for required travel in the
ordinary course of the Company's business.
b. The filing by or against the Company of an
application seeking protection under the federal bankruptcy
laws, or the granting of such application, shall not of
itself constitute Good Reason, but the failure of the
Company to satisfy Paragraph 27 shall constitute Good
Reason.
c. Employee's right to terminate his employment for
Good Reason during the term of this Agreement shall continue
in effect until the Company notifies Employee in writing
that Good Reason exists specifying the provision of the
Agreement giving rise to the right to terminate and Employee
fails to exercise such right within 60 days of actual
receipt of such notice. Any such failure to exercise shall
not prevent Employee from exercising the right to terminate
for Good Reason with respect to any new occurrence
constituting Good Reason that follows such failure and is
not a continuation of a prior such occurrence.
10. Notice of Termination. Any purported notice of
termination by the Company or the Employee of the Employee's
employment shall be communicated in a writing delivered to
the other party as provided in Paragraph 18 hereof
(hereinafter a "Notice of Termination"). Any such Notice of
Termination that purports to terminate Employee's employment
for Cause or for Good Reason shall specify the termination
provision relied upon by the party giving such notice and
shall set forth in detail such facts and circumstances
claimed to provide a justified basis for termination under
the provision(s) so indicated.
11. Trade Secrets, Etc. Upon the termination of his
employment, the Employee agrees forthwith to deliver up to
the Company, and, during the term of this Agreement and for
15 years thereafter, not to disclose to any person, firm,
corporation, association or other entity other than the
Company (a "Third Person") for any reason or purpose
whatsoever other than as authorized by the Company or as
required by law or as necessary to the performance of his
duties to the Company, any confidential data in his
possession, whether produced by the Company or by him,
relating to the Company's business or any past, current or
prospective activity of the Company.
12. Customer List. The Employee recognizes and
acknowledges that any written list(s) of the customers,
suppliers and/or vendors of the Company, its subsidiaries
and affiliates, is a valuable, special and unique asset.
The Employee agrees that he will not during the term of this
Agreement or within 15 years thereafter, use for his own
personal benefit or disclose any such written list or any
part thereof, to any Third Person for any reason or purpose
whatsoever.
13. [Omitted]
14. Injunctive Relief. In the event of a breach or
threatened breach by the Employee of the provisions of
Paragraph 11 or 12 of this Agreement during or after the
term of this Agreement, the Company shall be entitled to an
injunction restraining the Employee from violation of such
paragraph. Nothing herein shall be construed as prohibiting
the Company from pursuing any other remedy it may have in
the event of breach of this Agreement by the Employee.
15. Certain Proprietary Rights. The Employee agrees to
and hereby does assign to the Company all his right, title
and interest in and to all inventions, business plans, work
models or procedures, whether or not patentable, which are
made or conceived solely or jointly by him:
a. At any time during the term of his employment
by the Company and during the course of or in connection
with his duties during the term of this Agreement, or
b. With the use of time or materials of the
Company. The Employee agrees to communicate to the Company
or its representatives all facts known to him concerning
such matters, to sign all rightful papers, make all rightful
oaths and generally, at the Company's expense to do
everything reasonably practicable (without expense to the
Employee) to aid the Company in obtaining and enforcing
proper legal protection for all such matters in all
countries and in vesting title to such matters in the
Company. At the Company's request (during or after the term
of this Agreement) and expense, the Employee will promptly
execute a specific assignment of title to the Company, and
perform any other acts reasonably necessary to implement the
foregoing assignment.
16. Binding Effect. This Agreement shall be binding
upon and inure to the benefit of:
a. The Company, and any successors or assigns of
the Company, whether by way of a merger or consolidation, or
by way of the Company selling all or substantially all of
the assets of the Company, to a successor entity, or other-
wise; however, in the event of the assignment by the Company
of this Agreement, the Company shall nevertheless remain
liable and obligated to the Employee in accordance with the
terms hereof; and
b. The Employee, his estate, his executors,
administrators, heirs and beneficiaries, none of whom shall
be permitted to assign this Agreement or any rights or
obligations hereunder.
17. Expenses Relating to Enforcement of Rights. The
Company agrees to pay as incurred, to the full extent
permitted by law, all reasonable time-based legal fees and
expenses which the Employee may reasonably incur as a result
of any contest (regardless of the outcome thereof) by the
Company, the Employee or others of the validity or
enforceability of, or liability under, any provision hereof
(including as a result of any contest by the Employee about
the amount of any payment pursuant to this Agreement),
provided that if it is determined by a court that the
position of Employee in any such contest is unreasonable or
frivolous, he shall be required to reimburse the Company for
his legal fees and expenses so paid by the Company.
18. Notices. Any notice or other communication
required under this Agreement shall be in writing, shall be
deemed to have been given and received when delivered in
person, or, if mailed, shall be deemed to have been given
when deposited in the United States mail, first class,
registered or certified, return receipt requested, with
proper postage prepaid, and shall be deemed to have been
received on the third business day thereafter, and shall be
addressed as follows:
If to the Company, addressed to:
Chief Executive Officer
Campo Electronics, Appliances and Computers, Inc.
109 Northpark Blvd., 5th Floor
Covington, LA 70433
with a copy to:
Barbara Treuting Casteix, Esq.
Barrios Kingsdorf & Casteix
701 Poydras Street, Suite 3650
New Orleans, LA 70139
If to the Employee, addressed to:
4100 Chateau Boulevard
Kenner, LA 70065
or such other address as to which any party hereto may have
notified the other in writing.
19. Governing Law. This Agreement shall be governed by
and interpreted in accordance with the laws of the State of
Louisiana.
20. Entire Agreement. This Agreement, including
Appendices A through E, inclusive, all of which are herein
incorporated by reference and made a part hereof, and the
documents referred to herein, contain the entire understand-
ing between the Employee and the Company relating to the
employment of the Employee by the Company during the term of
this Agreement. No provision of this Agreement, including
the Appendices, may be modified or amended except by an
instrument in writing signed by both parties.
21. Severability. If any term or provision of this
Agreement, or the application thereof to any person or
circumstance, shall at any time or to any extent be invalid
or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or
circumstances other than those as to which it is held
invalid or unenforceable, shall not be affected thereby and
each term and provision of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
22. Waiver of Breach. The waiver by either party of a
breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach
thereof.
23. Remedies Not Exclusive. No remedy specified herein
shall be deemed to be such party's exclusive remedy, and
accordingly, in addition to all of the rights and remedies
provided for in this Agreement, the parties shall have all
other rights and remedies provided to them by applicable
law, rule or regulation.
24. Beneficiaries. Whenever this Agreement provides
for any payment to be made to the Employee's estate, such
payment may be made instead to such beneficiary or
beneficiaries as the Employee may have designated in writing
and filed with the Company. The Employee shall have the
right to revoke any such designation from time to time and
to redesignate any beneficiary or beneficiaries by written
notice to the Company.
25. No Obligation to Mitigate Damages. The Employee
shall not be required to mitigate damages or the amount of
any payment provided for under this Agreement by seeking
other employment or otherwise, nor shall the amount of any
payment provided for under this Agreement be reduced by any
compensation earned by the Employee as a result of
employment by another employer or by retirement or by other
benefits, either before the date of this Agreement or after
the date of termination of his employment with the Company
under this Agreement.
26. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed to
be an original but all of which together shall constitute
one and the same instrument.
27. Bankruptcy Matters. The Company shall take all
necessary steps reasonably available to it so that amounts
payable hereunder shall not be subject to avoidance if the
Company comes under the protection of the federal bankruptcy
laws.
28. Continuation. Employee's employment under the
terms of this Agreement shall not be automatically continued
beyond the termination of this Agreement even if Employee's
employment by the Company continues thereafter. Any
continuation of this Agreement shall only be by express
written agreement of Employee and the Company.
CAMPO ELECTRONICS, APPLIANCES
AND COMPUTERS, INC.
By: /s/ L. RONALD FORMAN
/s/ REX O. CORLEY, JR.
Rex O. Corley, Jr.
APPENDIX A
SALARY AND BONUSES
A. Salary. The annualized salary rate of Employee
during the first year of the term of the Agreement shall be
$200,000 and shall be $210,000 during the second year (the
"Base Salary").
B. Stay Bonus. The Company shall pay to the Employee
a one-time bonus of $200,000 (the "Stay Bonus"), in a lump
sum payment made within fifteen days after the Completion
Date, provided that the Employee is in the Company's full
time employ on the Completion Date. "Completion Date" means
the earliest of the following dates: (i) the date on which a
plan of reorganization for the Company is confirmed, whether
by a court in a reorganization proceeding or by private
agreement with all or substantially all of the Company's
material creditors (a "Reorganization Plan"); (ii) the date
on which there occurs a "Change of Control" (as such term is
defined in the Company's Severance Pay Plan); (iii) the date
on which there is entered an order adjudging the Company a
bankrupt under Chapter 7 of the federal Bankruptcy Code and
such order is either a final, nonappealable order or is
entered at the Company's request or with its consent; or
(iv) the second anniversary of the date of this Agreement.
Employee shall be entitled to receive, at the same time as
and in addition to the Stay Bonus, all interest paid on the
certificate of deposit described in paragraph E below.
C. Performance Bonus. The Company shall pay to the
Employee, upon execution of this Agreement, a one-time
performance bonus of $25,000 in consideration of services
previously performed by Employee for the Company.
D. Incentive Compensation. The Company's Board of
Directors shall use its reasonable best efforts to develop,
as soon as is practicable, and in no event later than 120
days after the date of the Agreement, an executive incentive
compensation program in which Employee shall be eligible to
participate. The program shall be developed after
consultation with an executive compensation consultant, and
Employee's rewards under such program shall be based on
goals designed to return the Company to a profitable
position during the term of this Agreement or the Employee's
continued employment with the Company following such term.
E. Security for Stay Bonus. To secure payment of the
Stay Bonus, the Company will, within five business days
after the date of this Agreement, grant the Employee a
perfected security interest in an interest-bearing
certificate of deposit (or similar arrangement) issued by an
institution reasonably acceptable to the Employee, in the
principal amount of the Stay Bonus.
APPENDIX B
OTHER BENEFITS
During the term of the Agreement:
A. Vacation. The Employee shall be entitled to three
weeks of noncumulative paid vacation time per year of
employment.
B. Medical Benefits. The Employee shall be entitled
to participate in the medical benefit plans provided by the
Company from time to time to its executive officers
generally.
C. Other Benefits. The Employee shall be eligible to
participate in any other benefit program provided by the
Company from time to time to its executive officers
generally.
APPENDIX C
DEATH OR DISABILITY
In the event of a termination of the Employee's
employment during the term of the Agreement for the
Employee's death or Disability, the Employee shall be
entitled to payment within not less than 30 days from the
date of termination of (a) his salary through the date of
termination to the extent not already paid, (b) if such
termination occurs prior to the Completion Date, that
proportion of the Stay Bonus (but not to exceed 100%
thereof) as is equal to the number of days from the date of
this Agreement until the date the Employee's employment
terminated, divided by the number of days from the date of
this Agreement through the Completion Date, if such Date is
then ascertainable by the Board of Directors with reasonable
certainty, or 365 if such Date is not so ascertainable, and
(c) his Performance Bonus, to the extent not already paid.
APPENDIX D
SEVERANCE
Severance pay and benefits to be provided to the
Employee if the Employee is terminated during the term of
the Agreement by the Company without Cause or the Employee
terminates his employment during the term of the Agreement
for Good Reason are as follows: (a) the Company shall pay to
the Employee the amounts that would be due (at the times
they would be due) had employment terminated by reason of
death or Disability and, in addition, an amount (payable
within 30 days after termination of employment) equal to the
additional salary and benefits Employee would have received
had his employment terminated at (i) the first anniversary
of the Agreement, or (ii) six months after its actual
termination, whichever amount is greater, less any portion
thereof that has previously been paid and less any severance
benefits that are payable to Employee under the Company's
Severance Pay Plan with respect to any "change of control"
that occurs prior to the termination of Employee's
employment; and (b) for a period ending on the earlier of
(i) 6 months from the date of termination of Employee's
employment or (ii) Employee's obtaining other full-time
permanent employment, the Company shall, at its sole expense
as incurred, provide the Employee with outplacement services
that are reasonable in scope and cost in relation to his
position. The following is an example of clause (a): if
employment terminates prior to the end of the first six
months of the term of this Agreement and Employee is
entitled to severance, clause (a)(i) would apply. If it
terminates at any time after the end of the first six months
of the term of this Agreement and Employee is entitled to
severance, clause (a)(ii) would apply.
APPENDIX E
TERMINATION
If the employment of Employee is terminated at any time
during the term of the Agreement (i) by Employee without
Good Reason, or (ii) by the Company for Cause, the Company
shall be obligated to Employee only for payment within not
less than 30 days from the date of termination of his salary
through the date of termination, to the extent not
previously paid.
June 19, 1997
Mr. Rex O. Corley, Jr.
4100 Chateau Blvd.
Kenner, LA 70065
Dear Rex:
This letter is to set forth the terms that have been freely
and mutually agreed upon by us in connection with your separation
from employment with the Company, effective July 12, 1997. The
Company's obligations under this letter agreement are subject to
approval by the Federal Bankruptcy Court in the Company's
reorganization proceedings currently pending in Federal
Bankruptcy Court in New Orleans, Louisiana. Except with respect
to your resignation in all capacities as an executive officer of
the Company and your resignation from the Board of Directors of
the Company which shall be effective on June 20, 1997, neither
you nor the Company shall be bound by the provisions of this
letter agreement until such approval is obtained.
In satisfaction of all of its obligations under your
Employment Agreement dated March 21, 1997 (the "Agreement"), the
Company will pay to you the sum of $150,000 (the "Severance
Payment"), less applicable withholding for taxes, payable as set
forth in Attachment I.
You and the Company agree that the $200,000 U.S. Treasury
Bill held by Merrill Lynch in Account No. 53L-07049 in the name
of the Company, in which Treasury Bill you were granted a
security interest to secure certain obligations of the Company
under the Agreement, will be liquidated and $102,075 of the
proceeds derived therefrom will be deposited into a money market
account at Merrill Lynch (the "Severance Payment Account"). You
and the Company agree to authorize Merrill Lynch to disburse,
from the Severance Payment Account, the net amount of the
Severance Payment directly to you on the dates and in the amounts
set forth in Attachment I. The Company will grant you a perfected
security interest in the Severance Payment Account.
In exchange for the above described consideration, the value
and sufficiency of which is hereby acknowledged, you agree to
voluntarily release the Company and its affiliates, officers,
agents, directors, employees, shareholders and insurers from any
and all claims of whatsoever nature and kind which may have
arisen from any act done, or not done, relating in any way to
your employment with the Company and its affiliates, including,
but not limited to, the Agreement, the Company's Severance Pay
Plan and Summary Plan Description, and any alleged violation of
Title VII of the Civil Rights Act of 1964, the Age Discrimination
Act of 1967, the Employee Retirement Income Security Act (ERISA),
the Fair Labor Standards Act, the Americans With Disabilities
Act, and any other federal, state or local law, regulation or
ordinance.
You and the Company further agree that, in consideration for
the payments and other obligations undertaken by the Company
pursuant to this letter agreement, you will (i) resign from the
Board of Directors of the Company as of June 20, 1997; and (ii)
return all Company property, if any, in your possession.
You and the Company both agree that neither party will
display, discuss or publicize this letter agreement, the
underlying terms of this agreement or the facts and circumstances
leading to the separation of your employment with the Company,
except as necessary to comply with applicable laws and legal
process. You understand that disclosure of the terms is required
by federal securities law.
This letter agreement supercedes any and all other
agreements, either oral or in writing, between us with respect to
your employment with the Company and contains all the agreements
between us with respect to such employment, except that you will
continue to comply with Paragraphs 11 and 12 of the Agreement in
accordance with its terms.
The construction and interpretation of this letter agreement
shall be governed by and construed and enforced in accordance
with the laws of the State of Louisiana.
By signing this letter agreement, you acknowledge that you
have read, understand and agree to be bound by the terms and
conditions set forth herein.
Very truly yours,
CAMPO ELECTRONICS, APPLIANCES AND
COMPUTERS, INC.
By: /s/ L. RONALD FORMAN
L. Ronald Forman,
Chairman, Management
Committee and Member,
Compensation Committee
AGREED TO AND ACCEPTED
THIS 19TH DAY OF JUNE, 1997.
/s/ REX O. CORLEY, JR.
REX O. CORLEY, JR.