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EXHIBIT 10.11
EMPLOYMENT AGREEMENT
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This Agreement is made and entered into as of this 1st day of
November, 1995, by and between The Gradall Company, an Ohio Corporation (the
"Company"), and Joseph H. Keller, Jr. (the "Executive").
WITNESSETH THAT:
WHEREAS, the Company desires to continue the employment of the
Executive and the Executive is willing to continue in the employment of the
Company, in an executive capacity, on the terms and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants contained herein, the parties hereto agree as follows:
1. DUTIES. The Company hereby agrees to continue to employ the
Executive in an executive capacity and the Executive hereby agrees to continue
to serve the Company in that capacity in accordance with the terms and
conditions set forth in this Agreement. The Executive shall devote his best
efforts and skills, energy and attention to the business of the Company.
2. TERM. Subject to prior termination as set forth in Section 7
hereof, the term of this Agreement shall be for a one year period, beginning on
the date hereof, which term shall be automatically renewed for successive one
year periods, until terminated pursuant to Section 7 hereof.
3. COMPENSATION. The Company shall pay to the Executive as
compensation for his services hereunder a base salary of $7,428.00 per month,
or at the rate currently existing, whichever is higher. The salary provided
for herein shall be subject to adjustment based on the annual reviews conducted
by the Company. In addition to the Executive's base salary, the Executive
shall continue to participate in any incentive compensation plans established
by the Company from time to time, provided that the Executive is eligible to
participate in such plans pursuant to the terms thereof. The Company shall
contribute for the account of the Executive $5,000 per year to the Supplemental
Executive Retirement Plan ("SERP") maintained by the Company.
4. EXPENSES. Subject to the Company's policies and procedures in
effect from time to time, the Executive is authorized to incur reasonable
expenses in connection with the business of the Company and the performance of
his duties hereunder, including expenses for entertainment, travel and similar
items. Subject to the Company's policies and procedures, in effect from time
to time, the Company will reimburse the Executive for all such expenses upon
the presentation by the Executive of an itemized account of such expenditures
and any other documentation or substantiation of expenses which may be
required for compliance with applicable state and federal tax laws.
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5. VACATIONS. The Executive shall be entitled to four weeks of
vacation each year, during which time his compensation shall be paid in full.
6. AUTOMOBILE ALLOWANCE. The Company shall provide the Executive
with a car allowance in an amount comparable to that made available to other
executives of his level employed by the Company.
7. TERMINATION. This Agreement may be terminated in accordance
with the following terms and conditions:
a. The Company may terminate this Agreement at any time,
without cause, upon written notice to the Executive,
provided that the Company shall continue to pay to
the Executive all amounts he would otherwise receive
under this Agreement for a period of 14 months from
the effective date of such termination including, but
not limited to, salary, incentive compensation,
contributions to the SERP and continuation of
coverage under life and medical insurance programs in
which the Executive participated. Notwithstanding
the above, the amount required to be paid by the
Company pursuant to this Section 7(a) shall be
reduced by any amounts paid to or for the benefit of
the Executive by any other company for which the
Executive provides services during such period.
b. The Company may terminate this Agreement upon written
notice to the Executive and shall have no obligation
to pay any amounts provided for under this Agreement
if the Executive commits any act of fraud or
dishonesty, is convicted of a felony or commits an
act of gross negligence or willful misconduct which
are injurious to the Company or its stockholders.
8. GOVERNING LAW. This Agreement shall be construed and enforced
in accordance with the laws of the State of Ohio.
9. ENTIRE AGREEMENT. This Agreement constitutes the entire
understanding and agreement between the Company and the Executive with regard
to the subject matter hereof and supersedes all other agreements, conditions or
representations, oral or written, express or implied, including, without
limitation, all prior employment agreements by and between the Company and the
Executive.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the day and year first above set forth.
THE GRADALL COMPANY
By: /s/ Barry L. Phillips
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/s/ Joseph H. Keller, Jr.
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Joseph H. Keller, Jr., Executive
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