EXHIBIT 10.30
EXECUTIVE EMPLOYMENT AGREEMENT (PRINTED: 10/23/91)
THIS EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of November 1, 1991
by and between Mr. Martinn H. Mandles ("Mr. Mandles") and American Building
Maintenance Industries, Inc. ("ABMI") for itself and on behalf of its
subsidiary corporations as applicable herein.
WHEREAS, ABMI is engaged in the building maintenance and related service
businesses, and
WHEREAS, ABMI has invested significant time and money to develop proprietary
trade secrets and other confidential business information, as well as invaluable
goodwill among its customers, sales prospects and employees, and
WHEREAS, Mr. Mandles has been and desires to remain employed by ABMI, and to
utilize such proprietary trade secrets, other confidential business information
and goodwill, and
WHEREAS, ABMI has disclosed or will disclose to Mr. Mandles such proprietary
trade secrets and other confidential business information which Mr. Mandles will
utilize in the performance of this Agreement;
NOW THEREFORE, Mr. Mandles and ABMI agree as follows:
A. EMPLOYMENT: ABMI hereby agrees to employ Mr. Mandles, and Mr. Mandles
hereby accepts such employment, on the terms and conditions set forth in
this Agreement.
B. TITLE: Mr. Mandles' title shall be Executive Vice President and Chief
Administrative Officer of ABMI. All Administrative Departments of ABMI
shall report directly to Mr. Mandles.
C. DUTIES & RESPONSIBILITIES: Mr. Mandles shall be expected to assume and
perform such executive or managerial duties and responsibilities as are
assigned from time-to-time by the Chairman of the Board of ABMI, to whom
Mr. Mandles shall report and be accountable.
D. PRINCIPAL OFFICE: During the Initial Term, and Extended Term if any, of
this Agreement, Mr. Mandles shall be based at an ABMI office located in the
County of Los Angeles ("County of Employment"), California ("State of
Employment").
E. TERM OF AGREEMENT: Employment hereunder shall commence on 11/1/91 for an
initial term of two (2) years ("Initial Term"), unless sooner terminated
pursuant to Paragraph O hereof, or later extended pursuant to Paragraph N
hereof ("Extended Term").
F. COMPENSATION: ABMI agrees to compensate Mr. Mandles, and Mr. Mandles agrees
to accept as compensation in full, for Mr. Mandles' assumption and
performance of duties and responsibilities pursuant to this Agreement:
1. SALARY: A base salary paid in equal installments no less frequently
than semi-monthly at the annual rate set forth in Paragraph XI hereof.
2. BONUS: A bonus or other incentive or contingent compensation, if any,
pursuant to Paragraph X2 hereof.
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 1 of 9
3. FRINGE BENEFITS: The then current fringe benefits generally provided
by ABMI to all of its executives. Such benefits may include but not
be limited to the use of an ABMI-leased car or car allowance, group
health benefits, long-term disability benefits, group life insurance,
sick leave, vacation, and a service award plan. Each of these fringe
benefits is subject to the applicable ABMI policy at all times. ABMI
reserves the right to add, increase, reduce or eliminate any fringe
benefit at any time.
G. PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES: ABMI shall pay directly or
reimburse Mr. Mandles for reasonable business expenses of ABMI incurred by
Mr. Mandles in connection with ABMI business, and approved in writing by
the person with the title set forth in Paragraph C hereof, upon
presentation to that person by Mr. Mandles within sixty (60) days after
incurring such expense of an itemized request for payment including the
date, nature, recipient, purpose and amount of each such expense,
accompanied by receipts for all such expenses in excess of Twenty-Five
Dollars ($25) each.
H. BUSINESS CONDUCT: Mr. Mandles agrees to comply with all applicable laws
pertaining to the performance of this Agreement, and with all lawful and
ethical rules, regulations, policies, procedures and instructions of ABMI,
including but not limited to the following:
1. GOOD FAITH: Mr. Mandles shall not act in any way contrary to the best
interest of ABMI.
2. BEST EFFORTS: During all full-time employment hereunder, Mr. Mandles
shall devote full working time and attention to ABMI, and shall not at
any time be directly or indirectly employed by, own, operate, assist
or otherwise be involved, invested or associated in any business that
is similar or competitive to any business of ABMI.
3. VERACITY: Mr. Mandles shall make no claims or promises to any
employee, supplier, contractor, customer or sales prospect of ABMI
that are unauthorized by ABMI or are in any way untrue.
4. DRIVER'S LICENSE: Mr. Mandles shall have and carry a valid driver's
license issued by the State of Employment hereunder whenever Mr.
Mandles is driving any motor vehicle in connection with ABMI business.
Mr. Mandles agrees to immediately notify ABMI in writing if Mr.
Mandles's driver's license is lost, expired, restricted, suspended or
revoked for any reason whatsoever.
I. NO CONFLICT: Mr. Mandles represents to ABMI that Mr. Mandles is not bound
by any contract with a previous employer or with any other business that
might prevent Mr. Mandles from entering into this Agreement or disclosing
information about any previous employer or any other business to ABMI, or
might otherwise interfere with Mr. Mandles' employment hereunder.
J. COMPANY PROPERTY: ABMI shall from time to time entrust to the care, custody
and control of Mr. Mandles certain of ABMI's property, such as motor
vehicles, equipment, supplies and documents. Such documents may include
but shall not be limited to customer lists, financial statements, cost
data, price lists, invoices, forms, mailing lists, contracts, reports,
manuals, personnel files or directories, correspondence, business cards,
copies or notes made from ABMI documents, and documents compiled or
prepared by Mr. Mandles for Mr. Mandles' use in connection with ABMI
business. Mr. Mandles specifically acknowledges that all such documents
are the property of ABMI, notwithstanding their preparation, care, custody,
control or possession by Mr. Mandles at any time(s) whatsoever.
K. GOODWILL & PROPRIETARY INFORMATION: In connection with Mr. Mandles'
employment hereunder:
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 2 of 9
1. Mr. Mandles agrees to utilize and further ABMI's goodwill ("Goodwill")
among its customers, sales prospects and employees, and agrees that
ABMI may disclose to Mr. Mandles and Mr. Mandles may disclose to ABMI
proprietary trade secrets and other confidential information not in
the public domain ("Proprietary Information") including but not
limited to specific customer data such as: (a) the identity of ABMI's
customers and sales prospects, (b) the nature, extent, frequency,
methodology, cost, price and profit associated with their services and
products purchased from ABMI, (c) any particular needs or preferences
regarding their service or supply requirements, (d) the names, office
hours, telephone numbers and street addresses of their purchasing
agents or other buyers, (e) their billing procedures, (f) their credit
limits and payment practices, and (g) their organization structure.
2. Mr. Mandles agrees that such Proprietary Information and Goodwill have
unique value to ABMI, are not generally known or readily available to
ABMI's competitors, and could only be developed by others after
investing significant time and money. ABMI would not make such
Proprietary Information and Goodwill available to Mr. Mandles unless
ABMI is assured that all such Proprietary Information and Goodwill
will be held in trust and confidence by Mr. Mandles. Mr. Mandles
hereby acknowledges that to use this Proprietary Information and
Goodwill except for the benefit of ABMI would be improper and unfair
to ABMI.
L. RESTRICTIVE COVENANTS: In recognition of Paragraph K hereof, Mr. Mandles
hereby agrees that during the Initial Term and the Extended Term, if any,
of this Agreement, and thereafter for as long as it shall be enforceable:
1. Except in the proper performance of this Agreement, Mr. Mandles shall
not directly or indirectly solicit or otherwise encourage or arrange
for any employee to terminate employment with ABMI.
2. Except in the proper performance of this Agreement, Mr. Mandles shall
not directly or indirectly disclose or deliver to any other person or
business any Proprietary Information obtained directly or indirectly
by Mr. Mandles from or for ABMI.
3. Mr. Mandles shall not seek, solicit, divert, take away, obtain or
accept the patronage of any customer or sales prospect of ABMI through
the direct or indirect use of any Proprietary Information of ABMI, or
by any other unfair or unlawful conduct.
4. Mr. Mandles agrees that for a reasonable time after the termination of
this Agreement, which Mr. Mandles and ABMI hereby agree to be two (2)
years, that Mr. Mandles shall not directly or indirectly for Mr.
Mandles or for any other person or business, seek, solicit, divert,
take away, obtain or accept the patronage of any customer or sales
prospect of ABMI with whom Mr. Mandles had direct business involvement
on behalf of ABMI within the one (1) year prior to termination of this
Agreement.
M. MODIFICATION OF EMPLOYMENT. At any time during the Initial Term of this
Agreement, a majority of the Board of Directors of ABMI shall have the
absolute right, with or without cause and without terminating this
Agreement or Mr. Mandles' employment hereunder, to modify the nature of Mr.
Mandles' employment for the remainder of the Initial Term from that of a
full-time employee to that of a part-time employee ("Modification Period").
The Modification Period shall commence immediately upon ABMI giving Mr.
Mandles written notice of such change.
1. Upon commencement of the Modification Period: (a) Mr. Mandles shall
immediately resign from full-time employment hereunder, and from any
corporate offices and directorships then held, (b) Mr. Mandles shall
promptly return all ABMI property in Mr. Mandles' possession to ABMI,
including but not limited to any motor vehicles, equipment, supplies
and documents set
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 3 of 9
forth in Paragraph J hereof, and (c) ABMI shall pay Mr. Mandles all
previously earned and vested but as yet unpaid, salary, bonus or other
contingent compensation, reimbursement of business expenses, and
fringe benefits.
2. During the Modification Period: (a) ABMI shall continue to pay Mr.
Mandles' monthly salary pursuant to Paragraph Fl hereof, with the
understanding and agreement that such monthly salary shall constitute
the full extent of ABMI's obligation to compensate Mr. Mandles, (b)
Mr. Mandles shall not be eligible or entitled to receive or
participate in any bonus or fringe benefits, (c) Mr. Mandles may
exercise rights under COBRA to obtain medical insurance coverage as
may be available to Mr. Mandles, (d) Mr. Mandles shall be deemed a
part-time employee and not a full-time employee of ABMI, (e) Mr.
Mandles shall provide ABMI with such occasional executive or
managerial services as reasonably requested by the person with the
title set forth in Paragraph C hereof, except that failure to render
such services by reason of any physical or mental illness or
disability other than Total Disability or death as set forth in
Paragraph 03 hereof, or unavailability because of absence from the
State of Employment hereunder, shall not affect Mr. Mandles' right to
receive such salary, and (f) ABMI shall pay directly or reimburse Mr.
Mandles in accordance with the provisions of Paragraph G hereof for
reasonable business expenses of ABMI incurred by Mr. Mandles in
connection with such services requested by the person with the title
set forth in Paragraph C hereof.
3 The Modification Period shall continue until the earlier of: (a) Total
Disability or death as set forth in Paragraph 03 hereof,
(b) termination of this Agreement by ABMI for "just cause" as
hereinafter defined, (c) Mr. Mandles accepting employment or receiving
any other compensation from operating, assisting or otherwise being
involved, invested or associated with any business that is similar to
or competitive with any business in which ABMI is engaged on the
commencement date of the Modification Period, or (d) expiration of the
Initial Term of this Agreement.
N. EXTENSION OF EMPLOYMENT. Immediately upon expiration of the Initial Term
and absent reasonable notice to the contrary from either party to the other
party, employment hereunder shall continue for an Extended Term on an "at
will" basis, by which Mr. Mandles and ABMI mean that all terms and
conditions applicable at the conclusion of the final year of the Initial
Term of this Agreement shall remain in full force and effect, except that
either of them has the right to terminate this Agreement for any reason
whatsoever, or for no reason at all, at any time after giving thirty (30)
days prior written notice to the other party. ABMI has the option, without
terminating this Agreement or Mr. Mandles's employment hereunder, of
placing Mr. Mandles on a leave of absence at the full compensation set
forth in Paragraph F hereof for any or all of such thirty (30) day period
in lieu of such notice.
O. TERMINATION OF EMPLOYMENT:
1. At any time during the Initial Term, or during the Extended Term if
any, of this Agreement, ABMI shall have the right to terminate Mr.
Mandles' employment hereunder subject only to a good faith
determination by a majority of the Board of Directors of ABMI of
"just cause." "Just cause" includes but is not limited to any theft or
other dishonesty, or any material: (a) neglect of full-time or part-
time employment duties, as applicable, (b) inability or unwillingness
to perform full-time or part-time employment duties, as applicable,
(c) insubordination, (d) abuse of alcohol or other drugs, (e) breach
of this Agreement, (f) other misconduct, unethical or unlawful
activity, or (g) other conduct that is harmful to ABMI.
2. With or without cause, Mr. Mandles may terminate employment hereunder
after giving thirty (30) days prior written notice to ABMI.
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 4 of 9
3. Employment hereunder shall automatically terminate upon the total
disability ("Total Disability") or death of Mr. Mandles. Total
Disability shall be deemed to occur on the ninetieth (90th)
consecutive or non-consecutive calendar day within any twelve (12)
month period that Mr. Mandles is unable to perform the duties set
forth in Paragraph C hereof because of any physical or mental illness
or disability. ABMI shall pay to Mr. Mandles or his estate, as
applicable, all prorated salary, bonus or other contingent
compensation, reimbursement of business expenses, and fringe benefits
which would have otherwise been payable to Mr. Mandles under this
Agreement through the end of the month in which Total Disability or
death occurs.
4. Upon termination of employment hereunder, Mr. Mandles shall
immediately resign from full-time employment hereunder, and from any
ABMI offices and directorships then held. Mr. Mandles shall promptly
return all ABMI property in Mr. Mandles' possession to ABMI,
including but not limited to any motor vehicles, equipment, supplies
and documents set forth in Paragraph J hereof. ABMI shall pay Mr.
Mandles all previously earned and vested but as yet unpaid, salary,
bonus or other contingent compensation, reimbursement of business
expenses, and fringe benefits.
5. Nothing contained in this Agreement shall entitle Mr. Mandles to
receive a bonus or other incentive or contingent compensation from
ABMI based on any sales or profits made by ABMI after termination of
full-time employment hereunder.
P. GOVERNING LAW: This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Employment hereunder.
Q. ARBITRATION CLAUSE:
1. Except for the interpretation and enforcement of Paragraph L hereof
(which, at ABMI's option, shall be subject to litigation in any court
having proper jurisdiction), any claim or dispute related to or
arising from this Agreement (whether based in contract or tort, in law
or equity) including but not limited to claims or disputes between Mr.
Mandles and ABMI or its directors, officers, employees and agents
regarding Mr. Mandles' employment or termination of employment
hereunder, or any other business of ABMI, shall be resolved by
mandatory, final and binding arbitration in accordance with the rules
of the American Arbitration Association; provided, however, that no
party shall be entitled to an award of general or punitive damages
hereunder.
2. Any such arbitration must be requested in writing within one (1) year
from the date the party initiating the arbitration knew or should have
known about the claim or dispute, or all claims arising from that
dispute are forever waived. Any such arbitration (or court proceeding
as applicable hereunder) shall be held in the Area of Employment.
Judgment upon the award rendered through such arbitration may be
entered and enforced in any court having proper jurisdiction.
R. REMEDIES & DAMAGES:
1. The parties agree that, in the event of a material breach or
threatened breach of Paragraph L hereof, the damage or imminent damage
to the value of ABMI's business shall be inestimable, and therefore
any remedy at law or in damages shall be inadequate. Accordingly, the
parties hereto agree that ABMI shall be entitled to the immediate
issuance of a restraining order or an injunction against Mr. Mandles
in the event of such breach or threatened breach, in addition to any
other relief available to ABMI pursuant to this Agreement or under
law.
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 5 of 9
2. Mr. Mandles agrees that the actual amount of damages resulting from
any breach of any of the provisions of Paragraph L hereof would be
impractical or impossible to ascertain. It is therefore agreed that
the damages resulting from any such breach which involves any customer
of ABMI shall be liquidated damages, not a penalty, in an amount equal
to six (6) times the average monthly revenue which was payable by that
customer to ABMI during the six (6) months immediately preceding the
breach. This provision for liquidated damages is in addition to any
other relief available to ABMI pursuant to this Agreement or under
law.
3. To the full extent permitted under the laws of the State of Employment
hereunder, Mr. Mandles authorizes ABMI to deduct from Mr. Mandles'
compensation and from any other funds held for Mr. Mandles' benefit by
ABMI, any damages or losses sustained by ABMI as a result of any
breach or other violation of this Agreement by Mr. Mandles.
S. NO WAIVER: Failure by either party to enforce any term or condition of this
Agreement at any time shall not preclude that party from enforcing that
provision, or any other provision of this Agreement, at any later time.
T. SEVERABILITY: The provisions of this Agreement are severable. If any
arbitrator (or court as applicable hereunder) rules that any portion of
this Agreement is invalid or unenforceable, the arbitrator's or court's
ruling shall not affect the validity and enforceability of other provisions
of this Agreement. It is the intent of the parties that if any provision of
this Agreement is ruled to be overly broad, the arbitrator or court shall
interpret such provision with as much permissible breadth as is allowable
under law rather than to consider such provision void.
U. SURVIVAL: All terms and conditions of this Agreement which by reasonable
implication are meant to survive the termination of this Agreement,
including but not limited to the Restrictive Covenants and Arbitration
Clause herein, shall remain in full force and effect after the termination
of this Agreement.
V. CONSTRUCTION: This Agreement was negotiated in good faith by the parties
hereto, who hereby agree to share the responsibility for any ambiguities,
uncertainties or inconsistencies herein. Paragraph headings are used
herein only for ease of reference, and shall not in any way affect the
interpretation or enforcement of this Agreement.
W. NOTICES:
1. Any notice required or permitted to be given pursuant to this
Agreement shall be in writing and delivered in person, or sent prepaid
by certified mail, bonded messenger or overnight express, to the party
named at the address set forth below or at such other address as
either party may hereafter designate in writing to the other party:
Mr. Mandles: Mr. Martinn H. Mandles
4626 Maytime Lane
Culver City, California 90230
ABMI: American Building Maintenance Industries, Inc.
50 Fremont Street, 26th Floor
San Francisco, California 94105
Attention: Chairman of the Board
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 6 of 9
with a copy to:
American Building Maintenance Industries, Inc.
50 Fremont Street, 26th Floor
San Francisco, California 94105
Attention: General Counsel
2. Any such notice shall be assumed to have been received when delivered
in person, or forty-eight (48) hours after being sent in the manner
specified above.
X. SPECIAL PROVISIONS:
1. SALARY:
(a) Two Hundred Thousand Dollars ($200,000) per year from 11/1/91
through 1O/31/92.
(b) Two Hundred Ten Thousand Dollars ($210,000) per year from 11/l/92
through 10/31/93.
2. BONUS: Subject to proration in the event of modification or
termination of employment hereunder, Mr. Mandles shall be paid a bonus
based on the profit ("Profit") for each fiscal year, or partial fiscal
year, of employment hereunder commencing November lst and ending
October 3lst ("Fiscal Year") during the Initial Term, and during the
Extended Term if any, of this Agreement.
(a) Profit is defined as the consolidated income before income taxes
of ABMI, excluding: (1) gains or losses on sales or exchanges of
real property, (2) gains or losses on sales or exchanges of all
or substantially all of the stock or assets of a subsidiary
corporation or any other business unit of ABMI, (3) gains or
losses on the discontinuation of any business unit of ABMI, (4)
the prior year portion of any mid-year insurance credits or
surcharges, (5) the prior year portion of any year-end audit
adjustments, and (6) the discretionary portion of any
contributions made to profit sharing or service award plans.
(b) Such bonus for each year shall be the sum of (1) one percent of
(1.0% of, or 0.01 times) the amount of any increase in Profit
over the previous Fiscal Year's Profit, plus (2) one-tenth of one
percent of (0.10% of, or 0.001 times) any current Fiscal Year's
Profit.
(c) Subject to proration in the event of modification or termination
of employment hereunder, Mr. Mandles' maximum bonus for each year
shall be fifty percent of (50% of, or 0.5 times) his Salary for
that year as set forth in Paragraph Fl herein.
(d) Mr. Mandles shall have the right to obtain an advance against
such bonus at the end of each quarter of each Fiscal Year in an
amount equal to seventy-five percent of (75% of, or 0.75 times)
the projected amount of such bonus based on the Profit at that
time.
(e) The independent public accounting firm for ABMI shall determine
the Profit and bonus for each Fiscal Year. ABMI shall pay Mr.
Mandles the bonus for the Fiscal Year (or the balance thereof
after any advances) when such accounting firm shall have made
such determination. The bonus for any partial Fiscal Year shall
be prorated for the fraction of the Fiscal Year for which such
bonus is payable. Absent bad faith or material error, the
conclusions of such accounting firm with respect to the amounts
of the Profits and bonuses shall be conclusive upon Mr. Mandles
and ABMI.
INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 7 of 9
3. MEMBERSHIPS: During all full-time employment hereunder and in addition
to the compensation set forth in Paragraph F hereof, ABMI shall pay
directly or reimburse Mr. Mandles for any applicable initiation fees,
special assessments and regular dues for The Marina City Club or an
equivalent. If Mr. Mandles' employment with ABMI terminates while
Mr. Mandles is a member of such club(s), Mr. Mandles shall have the
option of retaining such memberships by reimbursing ABMI only for such
initiation fees and special assessments that were paid directly or
reimbursed by ABMI. If any such memberships for which ABMI paid or
reimbursed the initiation fees and special assessments are sold or
transferred while Mr. Mandles is employed by ABMI, the full amount of
the proceeds from any such sale or transfer shall be paid to ABMI.
4. CONSULTANCY: Upon Mr. Mandles' retirement from full-time employment
with ABMI, but commencing no earlier than Mr. Mandles sixty-fifth
(65th) birthday or his Total Disability as set forth in Paragraph 03
hereof, ABMI shall pay to Mr. Mandles consulting fees ("Consulting
Fees") in equal monthly installments of Eight Hundred Thirty-Three
Dollars and Thirty-Three Cents ($833.33) for a period of ten (10)
years ("Consultancy").
(a) During the Consultancy: (1) Mr. Mandles shall provide ABMI with
such occasional executive or managerial services as reasonably
requested by the person with the title set forth in Paragraph C
hereof, except that failure to render such services by reason of
death or disability, or unavailability because of absence from
the County of Employment, shall not affect Mr. Mandles' right to
receive such Consulting Fees, (2) ABMI shall pay directly or
reimburse Mr. Mandles for reasonable business expenses of ABMI
incurred by Mr. Mandles in connection with such services
requested by the person with the title set forth in Paragraph C
hereof, upon presentation to that person by Mr. Mandles within
sixty (60) days after incurring such expense of an itemized
request for payment including the date, nature, recipient,
purpose and amount of each such expense, accompanied by receipts
for all such expenses in excess of Twenty-Five Dollars ($25)
each, (3) ABMI shall pay Mr. Mandles' Consulting Fees pursuant to
this Paragraph X4, with the understanding and agreement that such
Consulting Fees shall constitute the full extent of ABMI's
obligation to compensate Mr. Mandles for such consulting services
except as otherwise specifically provided in Paragraphs X4
herein, (4) Mr. Mandles shall not be eligible or entitled to
receive or participate in any other ABMI fringe benefits, and
(5) Mr. Mandles shall be deemed an independent contractor and not
an employee of ABMI.
(b) If Mr. Mandles dies during the Initial Term, or during the
Extended Term if any, of this Agreement, or during the
Consultancy before payment in full to him of such Consulting
Fees, all unpaid Consulting Fees shall be paid monthly to
Mr. Mandles' estate commencing with the month after death occurs.
5. SCOPE OF CERTAIN PROVISIONS: All references to ABMI in Paragraphs D,
H, I, J, K, L, M1, M2, 01, 04, 05, Q, R, X2 and Y in this Agreement
shall include ABMI and its subsidiary corporations.
Y. ENTIRE AGREEMENT: Unless otherwise specified herein, this Agreement sets
forth every contract, understanding and arrangement between Mr. Mandles and
ABMI, and may only be changed by a written amendment signed by both Mr.
Mandles and ABMI.
1. The parties intend that this Agreement speak for itself, and that no
evidence with respect to its terms and conditions other than this
Agreement itself may be introduced in any arbitration or
judicial proceeding to interpret or enforce this Agreement.
INITIALS: Mr. Mandles /s/ ABMI PAGE: 8 of 9
2. It is specifically understood and agreed that this Agreement
supersedes all previous oral and written contracts and understandings
(including but not limited to any previous employment agreements)
between Mr. Mandles and ABMI prior to the date hereof, as well as all
provisions of ABMI's Personnel Policy and Procedures Manual including
but not limited to the termination, discipline and discharge
provisions contained therein. Said Manual is not an Agreement between
Mr. Mandles and ABMI, nor shall it be binding on either party. The
purpose and intent of said Manual are only to suggest guidelines for
ABMI managers to apply as they see fit on a case-by-case basis.
Z. FULL KNOWLEDGE AND UNDERSTANDING: Mr. Mandles and ABMI hereby acknowledge
that they have carefully read and fully understand all terms and conditions
of this Agreement, and that they are voluntarily entering into this
Agreement with full knowledge of the benefits and burdens, and the risks
and rewards, contained herein.
IN WITNESS WHEREOF, Mr. Mandles and ABMI have executed this Agreement as of the
date set forth above:
Mr. Mandles: Signature: /s/ M Mandles Date: 10/25/91
---------------------------- -----------
ABMI: By: /s/ Sydney J. Rosenbeg Date: 10/25/91
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Signature: /s/ Sydney J. Rosenbeg
----------------------------
Title: Chairman of the Board
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INITIALS: Mr. Mandles /s/ ABMI /s/ PAGE: 8 of 9
EXHIBIT 10.30 Continued
November 1, 1993
Mr. Martinn H. Mandles
American Building Maintenance Industries, Inc.
9831 West Pico Boulevard
Los Angeles CA 90035
RE: AMENDMENT OF EMPLOYMENT AGREEMENT
Dear Martinn:
This letter of amendment ("Letter") is being sent as a follow up to the letter
sent to you by Sydney J. Rosenberg wherein you were given formal notice that
your Corporate Executive Employment Agreement dated as of November 1, 1991
("Agreement") would not be automatically renewed.
As you are aware, Sydney's letter was sent to you upon the authority of ABM's
Board of Directors and its Executive Compensation Committee, which is in the
process, with the assistance of its compensation consultants, of re-evaluating
the Company's program for compensating its senior corporate executives in light
of: (1) changes which have been made in the manner in which public companies
must report executive compensation to their stockholders and (2) increased
emphasis being placed upon financial performance as a determining factor in
setting executive compensation.
Because of the complexities of this examination, the Board of Directors has
authorized the Company to extend your Agreement on the identical terms and
conditions for the period of November 1, 1993 through October 31, 1994 at the
annual salary in effect on October 31, 1993, as set forth in Paragraph X.1 of
the Agreement plus an increase of five (5%) per cent. Your bonus for the fiscal
year ending October 31, 1994 will be the same percentage as set forth in
Paragraph X.2 of the Agreement.
All other items and conditions of your Agreement will remain unchanged with the
following exceptions. Please note that these following changes were approved by
the Board of Directors to be retroactive to November 1, 1991:
Mr. Martinn H. Mandles
November 1, 1993
Page Two
(A) PARAGRAPHS X.2(b)(4) AND (6) SPECIAL PROVISIONS: BONUS: shall be
rewritten to read as follows ( Note: Paragraphs X.2(a), (b) (1) (2)
(3) and (5) remain unchanged:
(4) THE PRIOR-YEAR PORTION OF ANY YEAR-END INSURANCE RESERVE
ADJUSTMENTS,
(6) THE DISCRETIONARY PORTION OF ANY COMPANY CONTRIBUTION MADE TO ANY
PROFIT SHARING, SERVICE AWARD OR SIMILAR PLANS.
(B) PARAGRAPH X.4 AND X.4(b) CONSULTANCY: shall be rewritten as follows
(Note: Paragraph X.4(a) shall remain unchanged):
CONSULTANCY: UPON EXECUTIVE'S RESIGNATION FROM EMPLOYMENT WITH
COMPANY, COMPANY SHALL PAY TO EXECUTIVE NO EARLIER THAN EXECUTIVE'S
SIXTY-FIFTH (65TH) BIRTHDAY, CONSULTING FEES ("CONSULTING FEES") IN
EQUAL INSTALLMENTS OF ONE THOUSAND DOLLARS ($1,000.00) PER MONTH FOR A
PERIOD OF TEN (10) YEARS ("CONSULTANCY").
(b) IF EXECUTIVE DIES BEFORE RECEIVING ANY OR ALL PAYMENTS TO
EXECUTIVE OF SUCH CONSULTING FEES, ALL UNPAID CONSULTING FEES
SHALL BE PAID MONTHLY TO EXECUTIVE'S ESTATE COMMENCING WITH THE
MONTH AFTER DEATH OR WITH THE MONTH IN WHICH EXECUTIVE WOULD HAVE
REACHED EXECUTIVE'S SIXTY-FIFTH (65TH) BIRTHDAY, WHICHEVER IS
LATER.
Please sign and date all three (3) originals of this Letter and return two (2)
of them to me. If you have any questions, please do not hesitate to call.
Very truly yours,
William W. Steele
WWS/dar
Enclosures
I hereby agree to the foregoing amendments of the Agreement.
Dated: , 1993
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November 14, 1994
Mr. Martinn H. Mandles
ABM Industries Incorporated
50 Fremont Street
San Francisco CA 94105
RE: SECOND AMENDMENT OF CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT
Dear Martinn :
As you are aware, your Corporate Executive Employment Agreement ("Agreement") in
effect for the fiscal year ending October 31, 1994 did not automatically renew
pending further action by the Company's Executive Compensation Committee
("Committee") and Board of Directors. On October 25, 1994 the Board of
Directors accepted the recommendations of the Committee, and it is the purpose
of this letter to amend that Agreement effective November 1, 1994 in accordance
with the Committee's recommendations as follows:
The name of the Company as set forth in the first paragraph of the Agreement
shall be amended to: ABM Industries Incorporated.
PARAGRAPH N. EXTENSION OF EMPLOYMENT shall be amended (except for its last
sentence which shall remain unchanged) to read: "Absent at least ninety (90)
days written notice of termination from either party to the other party prior to
the expiration of the Initial Term or any Extended Term of the Agreement,
employment hereunder shall continue for an Extended Term of two years ("Extended
Term") by which Executive and Company mean that all terms and conditions of this
Agreement during the Extended Term shall remain in full force and effect except
that the highest base Salary specified in Paragraph X1 shall be increased
annually as provided in Paragraph X.1(b) each year during the Extended Term.
PARAGRAPH X.1 SALARY shall be amended in its entirety to read:
"(a) Two Hundred Twenty-Five Thousand Six Hundred One Dollars ($225,601.00)
from 11/1/94 through 10/31/95.
(b) Effective 11/1/95 through 10/31/96, and for each year of an Extended
Term of this Agreement, if any, the Salary in Paragraph X.1(a) will be
adjusted upward annually to reflect the percentage increase change in
the American Compensation Association
Mr. Martinn H. Mandles
November 14, 1994
Page Two
("ACA") Index for the Western Region ("ACA Index") with a six per
cent (6%) maximum increase. The adjustment, if any, shall be based
upon the projected ACA Index as published for the ACA fiscal year
ending on the June 30th immediately preceding the effective date of
the proposed increase hereunder. Notwithstanding the foregoing, there
shall be no annual increase in Salary for any such year unless the
Company's earnings per share ("EPS") for the fiscal year of the
Company (commencing November 1 and ending October 31) ("Fiscal Year")
then ending are equal to or greater than the Company's EPS for the
previous Fiscal Year of the Company. There shall be no downward
adjustment in salary in the event the ACA Index shows a decrease from
the prior Fiscal Year.
For example: for the Company's Fiscal Year commencing November 1,
1995, there would be no Salary increase unless the Company's EPS for
the Fiscal Year of the Company ending October 31, 1995 equaled or
exceeded the Company's EPS for Fiscal Year of the Company ending
October 31, 1994;
PARAGRAPH X.2 BONUS Subparagraphs (c) through (e) remain unchanged;
Introduction, and sub-paragraphs (a), (b) and (f) shall be amended to read:
"Subject to the provisions of Paragraph X.2(f) and further subject to proration
in the event of modification or termination of employment
hereunder, Executive shall be paid a bonus ("Bonus") based on the profit
("Profit") for each Fiscal Year or partial Fiscal Year of the Company of
employment hereunder during the Initial Term and during the Extended Term, if
any, of this Agreement.
(a) Such Bonus for each Fiscal Year of the Company shall be 0.1120 per
cent of the Company's annual Profit plus 1.7380 per cent of the amount
of any increase in the Company's annual profit over the previous
Fiscal Year's profit .
(b) Profit is defined as the consolidated income before income taxes of
Company, excluding: (1) gains or losses on sales or exchanges of real
property or on sales or exchanges of all or substantially all of the
stock or assets of a subsidiary corporation or any other business unit
of Company, (2) gains or losses on the discontinuation of any business
unit of Company and, (3) the discretionary portion of any
contributions made to any profit sharing, service award or similar
plans.
(f) Notwithstanding the foregoing, no Bonus for any Fiscal Year of the
Company shall be payable: (i) unless the Company's EPS for the Fiscal
Year then ending is equal to or greater than 80% of the Company's EPS
for the previous Fiscal Year of the Company and (ii) in no event
unless the Company's EPS for any Fiscal Year of the Company is equal
to or greater than 80% of the Company's EPS for Fiscal Year ending
October 31, 1994.
For example: for the Company's Fiscal Year ending October 31,1996
there would be no Bonus payable unless: (x) the Company's EPS equals
or exceeds 80% of the Company's EPS for the Company's Fiscal Year
ending October 31, 1995; and (y) the
Mr. Martinn H. Mandles
November 14, 1994
Page Three
Company's EPS for the Fiscal Year ending October 31, 1996 equals or
exceeds 80% of the Company's EPS for the Fiscal Year of the Company
ending October 31, 1994.
PARAGRAPH X.4(b) CONSULTANCY shall be amended in its entirety to read:
(b) If Executive dies before receiving any or all payments to Executive of
such Consulting Fees, all unpaid Consulting Fees shall be paid monthly
to Executive's estate commencing with the month after death or with
the month in which Executive would have reached Executive's sixty-
fifth (65th) birthday.
In all other respects the Agreement, as previously amended, shall remain
unchanged.
Please sign all three (3) copies of this letter and return two (2) copies to
Harry Kahn, Vice President and General Counsel, at the ABM Legal Department.
Salary and Bonus increases will not be processed until both signed copies are
received by Harry Kahn.
Sincerely,
William W. Steele
WWS/dar
Encl.
I agree to the foregoing.
Date:
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