Exhibit 10.14
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT is made and entered into as of the 1st day of
March, 2003, by and between BCT International, Inc., a Delaware corporation (the
Company), and Henry A. Johnson (the Executive).
Whereas, the Company desires to secure the services of the Executive, and
the Executive desires to furnish such services to the Company upon the terms and
conditions set forth in this agreement.
Now, therefore, in consideration of the premises and mutual covenants set
forth herein, the parties agree as follows:
1. Employment - The Company agrees to employ the Executive and the
Executive agrees to serve the Company, on the terms and subject to the
conditions set forth herein.
2. Duties - During the term of this Agreement, the Executive shall be
employed as President of the Company, shall diligently perform the
duties of same as shall be assigned to him by the Board of Directors
and the Company's Chief Executive Officer (CEO), and shall exercise
such power and authority as may from time to time be delegated to him
by the Board and the CEO, The Executive shall devote his full time
attention to the business affairs of the Company, render such services
to the best of his ability, and use his best efforts to promote the
interests of the Company.
3. Term - The term of this Agreement and the employment of the
Executive hereunder shall be for the fiscal years ending February 29,
2004 and February 28, 2005, unless sooner terminated in accordance with
the terms and conditions hereof.
4. Renewal - This Agreement shall be automatically renewed and
extended for successive one-year terms unless either party gives
written notice of non-renewal to the other party at least three months
before the second anniversary date of the Agreement or the relevant
anniversary date thereafter. If timely notice is given, this Agreement
shall terminate upon the expiration of this Agreement or the then
effective renewal term.
5. Compensation, Base salary - The Executive shall receive base
salary at the following annual rates:
Fiscal 2004 $220,000.00
Fiscal 2005 $231,000.00
The base salary shall be payable in equal installments consistent with
the Company's normal payroll schedule, subject to applicable
withholding and other taxes. If the term of this Agreement is renewed,
the Executive shall
be paid a base salary reflecting an increase of at least 5% over the
base salary for the preceding year.
6. Incentive Compensation - In addition to the base salary, the
Executive shall receive annual incentive compensation for each year of
this Agreement as follows: In fiscal 2004, the Executive may receive
incentive compensation equal to 20% of the Executive's base salary,
10% upon the Company meeting its budget as approved by the Board of
Directors, an 10% based upon the Executive operating his department
within budget. This bonus is to be paid quarterly. In fiscal 2005, the
Executive may receive incentive compensation equal to 20% of the
Executive' base salary as in fiscal 2004. In addition, 10% of every
dollar of pretax income generated by the Company in excess of the
fiscal 2005 budget shall create an Excess Bonus Pool to which the
Executive shall be entitled to a 20% share
7. Car allowance - The Executive shall be entitled to a car allowance
of $1,000.00 per month.
8. Other Benefits - The Executive shall be entitled to all other
benefits available to executive employees of the Company including, but
not limited to 401k plan participation, section 125 cafeteria plan
participation, health and dental insurance, life and disability
insurance coverage.
9. Indemnification - The Company agrees to defend, indemnify and hold
harmless the Executive for acts in his capacity as an officer and/or
director to the fullest extent permitted by Delaware corporate law as
of the date of this Agreement (or as such right of indemnity may be
increased in the future). The Company agrees to advance on behalf of
the Executive the reasonable costs of defending any action or
investigation (including reasonable attorney's fees and expenses)
arising from the Executive's performance of his duties under this
Agreement.
10. Severance - Should the Executive's employment be terminated for
any reason other than "cause" or the expiration of this Agreement, the
Executive shall be entitled to receive his base salary for a period of
12 months. In addition, Executive shall be entitled to receive the
pro-rata portion of any incentive compensation accrued in favor of the
Executive on the date Executive's employment is terminated for other
than "cause". For the purposes of this Agreement, "cause" is defined
as (1) a willful breach by the Executive of any material terms or
provisions of this Agreement, or (2) commission by the Executive of an
act or acts involving fraud, embezzlement, misappropriation, theft or
dishonesty against the property or personnel of the Company. Should
the Executive be terminated for "cause" the Company shall pay
Executive the amount of accrued but unpaid base salary to the date of
termination and the Company shall have no further liability under this
Agreement.
11. PTO - The Executive shall be entitled to Four (4) weeks paid time
off (PTO) each year. In the event of termination of the Executive for
any
reason, the Executive will be entitled to receive payment of his base
salary for the accrued but unused portion of PTO as of the date of
termination, in addition to any base salary and incentive compensation
which may be due the Executive.
12. Restrictive Covenants.
(a) Non-competition. While employed by the Company and for one
year thereafter, unless his employment is terminated by the Company
without cause or upon expiration of the employment term (the
Non-Competition Period), the Executive shall not, directly or
indirectly, engage in or have any interest in any sole proprietorship,
partnership, limited liability company, corporation or business or any
other person or entity other than the Company, its subsidiaries or
affiliates (whether as an employee, officer, director, partner, agent,
security holder, creditor, consultant, franchisee or otherwise) that
directly or indirectly engages in a business similar to the Company=s
and/or its franchisees= then-existing business anywhere such business
is then conducted by the Company and/or its franchisees (as may
reasonably be determined by the Company to be the appropriate
geographical market(s) for such products);
(b) Nondisclosure. The Executive shall not at any time divulge,
communicate, or use to the detriment of the Company or for the benefit
of any other person or persons, or misuse in any way, any confidential
information pertaining to the business of the Company. For purposes
hereof, "confidential information" means information, including but not
limited to, technical or non-technical data, a formula, pattern,
compilation, program, device, method, technique, drawing, process,
financial data, or list of actual or potential customers or suppliers,
that is both: (i) sufficiently secret to derive economic value, actual
or potential, from not being generally known to other persons who can
obtain economic value from its disclosure or use; and (ii) the subject
of efforts that are reasonable under the circumstances to maintain its
secrecy or confidentiality. The provisions of this Section 12.(b) shall
not apply to information which is or shall become generally known to
the public or the trade (except by reason of the Executive=s breach of
his obligations hereunder), information which is or shall become
available in trade or other publications (except by reason of the
Executive=s breach of his obligations hereunder), and information which
the Executive is required to disclose by order of a court of competent
jurisdiction (but only to the extent specifically ordered by such court
and, when reasonably possible, if the Executive shall give the Company
prior notice of such intended disclosure so that it has the opportunity
to seek a protective order if it deems appropriate);
(c) Non-solicitation of Employees and Customers. While employed
by the Company and during the Non-competition Period thereafter, the
Executive shall not, directly or indirectly, for himself or for any
other person, firm, corporation, partnership, limited liability
company, association or other entity, attempt to employ or enter into
any contractual arrangement with any employee
or former employee of the Company, unless such employee or former
employee has not been employed by the Company for a period in excess
of six months; and
(d) Books and Records. All books, records and accounts relating
in any manner to the business, customers, suppliers or clients of the
Company and all other documents, disks, software or other items
containing confidential information relating to the Company, whether
prepared by the Executive or otherwise coming into the Executive's
possession, shall be the exclusive property of the Company and shall
be returned immediately, together with any copies, to the Company on
termination of the Executive's employment hereunder or on the
Company's request at any time.
13. Entire Agreement - Except for the severance agreement relating to
a change in control of the Company granted by the Board of Directors on
November 24, 2002, this Agreement shall constitute the entire
Agreement between the Executive and the Company and shall supersede
all prior agreements, arrangements, understandings, both oral and in
writing between the Executive and the Company. This Agreement may not
be modified in any way unless by a written instrument signed by both
the Company and the Executive.
14. Jurisdiction - This Agreement shall be governed by and construed
in accordance with the laws of the State of Florida.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as
of the date first written above:
BCT International, Inc.
By: William A. Wilkerson
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William A. Wilkerson, Chairman
Executive
Henry A. Johnson
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Henry A. Johnson