EXHIBIT 10.1
January 16, 2001
Mr. Michael J. Archual
12877 Brighton Circle
Carmel, IN. 46032-8621
Dear Michael:
This letter of commitment will summarize the primary components of an offer to
join Morgan Drive Away, Inc., in the position of President, and reporting to
Anthony T. Castor III, Chief Executive Officer, The Morgan Group, Inc.. The
position carries a annual Base Salary of $185,000.00, paid at the rate of
$7,115.39 per pay period, every two weeks in accordance with Morgan's standard
payment policies. The Base Salary will be reviewed annually , with increases to
reflect your performance, as may be reasonably determined by Mr. Castor and the
Board Of Directors.
Upon execution of this offer of employment, you will be eligible for a Signing
Bonus of Twenty Thousand ($20,000.00) Dollars. In addition, you will be eligible
to participate in a performance based Bonus Plan, for FY 2001 and future years.
The Plan has a maximum potential payout of fifty percent (50%) of your Average
Base Salary for a given fiscal year. For FY2001, the Bonus shall not be less
than twenty five percent (25%) of your Base Salary, prorated based on your
number of months of service during 2001. Distribution of the Bonus Plan payout
will be made within fifteen (15) days following the audit of the Company's
fiscal year performance.
In addition to your Base Salary and Bonus as set forth above, you shall receive
options allowing for the acquisition by you of 40,000 shares of The Morgan Group
stock in accordance with the terms of the Non-Qualified Stock Option Plan and
Agreement (attached) simultaneously entered into between you and Morgan.
Morgan Drive Away, Inc. will provide you with the use of a vehicle to be used in
the furtherance of the Company's business, and appropriate to the level of the
position. In the event Morgan Drive Away terminates your employment for any
reason other than Just Cause, as defined in your Confidentiality & Non Compete
Agreement, you will be entitled to severance compensation, including base salary
and continued participation in standard benefit plans, for a period of six
months following date of termination. Upon your first anniversary, severance
compensation will be extended to nine (9) months, and upon your second
anniversary, it shall be extended to twelve (12) months.
Morgan Drive Away, Inc. will also provide for relocation of your family's
personal goods and household possessions, from Carmel, IN. to the Elkhart, IN.
area. In addition, the Company will provide a nominal "Relocation Allowance" to
cover such expenses as license transfers, utility service deposits, and so
forth. More information is contained in the "Relocation Policy", attached.
In order to assist you in the transfer from your current residence, Morgan will
provide you with reimbursement of reasonable living expenses in the Elkhart area
for a period of up to six months. At that point, if necessary, Morgan will
provide you with an interest free "Bridge" Loan, in the amount of eighty (80)
percent of the appraised value of your current home, for a period of six
additional months.
When you join Morgan Drive Away, Inc., you will become eligible to receive the
normal benefits accorded to full-time employees of the Company upon the
completion of specified waiting periods. These include medical, dental, and
vision care benefits beginning the first of the month following ninety days of
employment, disability and life insurance benefits, participation in the MDA
401(k) Plan after one year and one thousand hours of continuous service, and
other benefits involving sick leave, holidays and so forth, as outlined in the
Benefit Plan Overview.
The Company will assist you in bridging the gap between your start date and
eligible date of Health Care Coverage by reimbursement of Cobra expense for that
period, if necessary. Please provide a copy of your COBRA payments to me to
initiate reimbursement. In addition, Morgan will pay the premiums for your
personal Life and Disability Insurance policies, to a maximum of One Thousand
Six Hundred Dollars ($1,600.00) annually. Please provide me with the invoices
for these Policies as they come due. The related expenses will be treated as
taxable ordinary income.
As a condition of your employment with Morgan Drive Away, we will need for you
to execute a Conflict of Interest Statement, and a Confidentiality and Non
Compete Agreement. These Documents will be forwarded to you for execution upon
your acceptance of this Offer Of Employment. You will also be required to comply
with the Morgan Drive Away Drug and Alcohol Policy, which requires submission of
a negative drug screen. A positive drug screen will make you ineligible for
employment with the Company. Please contact Fawn Thomas, Director - Compensation
& Benefits at 219.295.2200, ext. 375 to make arrangements for the Drug Screen.
Due to the nature and level of the position offered you, the Company will also
require a satisfactory Credit Report, and a Motor Vehicle Record Report. This
offer does not constitute any guarantee of employment, because, as you are most
aware, continued employment is always based on the Company's assessment of your
performance, and the performance of the Company as well.
By nature, Michael, these letters of offer of employment are dry and impersonal.
While necessary, that is unfortunate, because we want to ensure that you know
how enthusiastic we are about the prospect of you joining Morgan Drive Away! As
you know, we feel that Morgan Drive Away provides one of the most exciting and
challenging opportunities available in the surface transportation industry, and
we very much look forward to having you join us in February, depending on your
need to provide adequate notice to your current employer. If you have any
questions about this letter or other issues, please feel free to call Tony or
me.
Best regards,
MORGAN DRIVE AWAY, INC.
/s/Lyle C. Haws
Lyle C. Haws
Vice President - Human Resources
Please indicate your acceptance of this offer of employment, as stated above, by
signing and returning a copy to the VP - Human Resources:
/s/ Michael J. Archual January 24, 2001
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Michael J. Archual Date
cc: A. Castor III