EXHIBIT 10.63
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CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT
THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of
November 1, 2000, by and between JESS E. BENTON ("Executive"), and ABM
Industries Incorporated ("Company") for itself and on behalf of its subsidiary
corporations as applicable herein.
WHEREAS, Company is engaged in the building maintenance and related service
businesses, and
WHEREAS, Executive is experienced in the administration, finance, marketing, and
operation of such services, and
WHEREAS, Company 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 prospect and employees, and
WHEREAS, Executive wishes to, or has been and desires to remain employed by
Company, and to utilize such proprietary trade secrets, other confidential
business information and goodwill, and
WHEREAS, Company has disclosed or will disclose to Executive such proprietary
trade secrets and other confidential business information which Executive will
utilize in the performance of this Agreement;
NOW THEREFORE, Executive and Company agree as follows:
A. EMPLOYMENT: Company hereby agrees to employ Executive, and Executive
hereby accepts such employment, on the terms and conditions set forth in
this Agreement.
B. TITLE: Executive's title shall be Executive Vice President and Chief
Operating Officer of Company.
C. DUTIES & RESPONSIBILITIES: Executive shall be expected to assume and
perform such executive or managerial duties and responsibilities as are
assigned from time-to-time by the President and CEO of Company, to whom
Executive shall report and be accountable.
D. TERM OF AGREEMENT: Employment hereunder shall commence on November 1,
2000, for a term of two (2) years ("Initial Term") ending on October 31,
2002, unless sooner terminated pursuant to Paragraph O hereof, or later
extended pursuant to Paragraph N hereof ("Extended Term").
E. PRINCIPAL OFFICE: During the Initial Term and any Extended Term, as
applicable, of this Agreement, Executive shall be based at a Company
office located in San Francisco ("County of Employment"), California
("State of Employment).
F. COMPENSATION: Company agrees to compensate Executive, and Executive
agrees to accept as compensation in full, for Executive's assumption and
performance of duties and responsibilities pursuant to this Agreement:
1. SALARY: A base salary paid in equal installments of no less
frequently than semi-monthly at the annual rate set forth in
Paragraph X.l hereof.
2. BONUS: A bonus or other incentive or contingent compensation, if
any, pursuant to Paragraph X.2 hereof, and the bonus set forth
in Paragraph X.4, hereof.
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3. FRINGE BENEFITS: The then current fringe benefits generally
provided by Company to all of its Executives. Such benefits may
include but not be limited to the use of a Company-leased car or
a car allowance, group health benefits, long-term disability
benefits, group life insurance, sick leave and vacation, and a
service award benefit. Each of these fringe benefits is subject
to the applicable Company policy at all times. Company reserves
the right to add, increase, reduce or eliminate any fringe
benefit at any time, but no such benefit or benefits shall be
reduced or eliminated as to Executive unless generally reduced
or eliminated as to comparable executives within the Company.
G. PAYMENT OR REIMBURSEMENT OF BUSINESS EXPENSES: Company shall pay
directly or reimburse Executive for reasonable business expenses of
Company incurred by Executive in connection with Company business, and
approved in writing by the person(s) with the title set forth in
Paragraph C hereof, upon presentation to such person(s) by Executive
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: Executive shall make reasonable best efforts 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 Company, including but not limited to the
following:
1. GOOD FAITH: Executive shall not act in any way contrary to the
best interest of Company.
2. BEST EFFORTS: During all full-time employment hereunder,
Executive shall devote full working time and attention to
Company, 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 Company; except that Executive
may own up to five percent (5%) of any such publicly-held
business(es), provided that Executive: (a) shall give Company
notice(s) of such ownership in accordance with Paragraph W
hereof, and (b) shall not at any time be directly or indirectly
employed by or operate, assist, or otherwise be involved or
associated with any such business(es).
3. VERACITY: Executive shall make no claims or promises to any
employee, supplier, contractor, customer or sales prospect of
Company that are unauthorized by Company or are in any way
untrue.
4. DRIVER'S LICENSE: Executive shall have and carry a valid
driver's license issued by the State of Employment hereunder and
a driver's permit issued by the Company whenever Executive is
driving any motor vehicle in connection with Company business.
Executive agrees to immediately notify Company in writing if
Executive's driver's license is lost, expired, restricted,
suspended or revoked for any reason whatsoever.
I. NO CONFLICT: Executive represents to Company that Executive is not bound
by any contract with a previous employer or with any other business that
might prevent Executive from entering into this Agreement or disclosing
information about any previous employer or any other business to
Company, or might otherwise interfere with Executive's employment
hereunder.
J. COMPANY PROPERTY: Company shall, from time to time, entrust to the care,
custody and control of Executive certain of Company'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, electronic files
and media, mailing lists, contracts, reports, manuals, personnel files
or directories, correspondence, business cards, copies or notes
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made from Company documents and documents compiled or prepared by
Executive for Executive's use in connection with Company business.
Executive specifically acknowledges that all such documents are the
property of Company, notwithstanding their preparation, care, custody,
control or possession by Executive at any time(s) whatsoever.
K. GOODWILL & PROPRIETARY INFORMATION: In connection with Executive's
employment hereunder:
1. Executive agrees to utilize and further Company's goodwill
("Goodwill") among its customers, sales prospects and employees,
and acknowledges that Company may disclose to Executive and
Executive may disclose to Company, 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 Company's
customers and sales prospects, (b) the nature, extent,
frequency, methodology, cost, price and profit associated with
their services and products purchased from Company, (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. Executive agrees that such Proprietary Information and Goodwill
have unique value to Company, are not generally known or readily
available to Company's competitors, and could only be developed
by others after investing significant time and money. Company
would not make such Proprietary Information and Goodwill
available to Executive unless Company is assured that all such
Proprietary Information and Goodwill will be held in trust and
confidence by Executive. Executive hereby acknowledges that to
use this Proprietary Information and Goodwill except for the
benefit of Company would be improper and unfair to Company.
L. RESTRICTIVE COVENANTS: In recognition of Paragraph K hereof, Executive
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, Executive
shall not directly or indirectly solicit or otherwise encourage
or arrange for any employee to terminate employment with
Company.
2. Except in the proper performance of this Agreement, Executive
shall not directly or indirectly disclose or deliver to any
other person or business, any Proprietary Information obtained
directly or indirectly by Executive from, or for, Company.
3. Executive shall not seek, solicit, divert, take away, obtain or
accept the patronage of any customer or sales prospect of
Company through the direct or indirect use of any Proprietary
Information of Company, or by any other unfair or unlawful
business practice.
4. Executive agrees that for a reasonable time after the
termination of this Agreement, which Executive and Company
hereby agree to be one (1) year, Executive shall not directly or
indirectly, for Executive or for any other person or business,
seek, solicit, divert, take away, obtain or accept any
site-specific customer account or site-specific sales prospect
with which Executive had direct business involvement on behalf
of Company within the one (1) year period prior to termination
of this Agreement.
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5. Nothing in this Agreement shall be binding upon the parties to
the extent it is void or unenforceable for any reason in the
State of Employment, including, without limitation, as a result
of any law regulating competition or proscribing unlawful
business practices.
M. MODIFICATION OF EMPLOYMENT: At any time during the then current Initial
or Extended Term, as applicable, of this Agreement, a majority of the
Board of Directors of Company shall have the absolute right, with or
without cause and without terminating this Agreement or Executive's
employment hereunder, to modify the nature of Executive's employment for
the remainder of the then current Initial or Extended Term, as
applicable, of this Agreement, from that of a full-time employee to that
of a part-time employee ("Modification Period"). The Modification Period
shall commence immediately upon Company giving Executive written notice
of such change.
1. Upon commencement of the Modification Period: (a) Executive
shall immediately resign as a full-time employee of Company and
as an officer and/or director of Company, as applicable, (b)
Executive shall promptly return all Company property in
Executive's possession to Company, including but not limited to
any motor vehicles, equipment, supplies and documents set forth
in Paragraph J hereof, and (c) Company shall pay Executive all
previously earned and vested but as yet unpaid, salary, prorated
bonus or other contingent compensation, reimbursement of
business expenses and fringe benefits.
2. During the Modification Period: (a) Company shall continue to
pay Executive's monthly salary pursuant to Paragraph F.l
hereof, and to the extent available under the Company's group
insurance policies, continue to provide Executive with the same
group health and life insurance (subject to Executive continuing
to pay the employee portion of any such premium) to which
Executive would be entitled as a full-time employee, with the
understanding and agreement that such monthly salary and group
insurance, if available, shall constitute the full extent of
Company's obligation to compensate Executive, (b) Executive
shall not be eligible or entitled to receive or participate in
any bonus or fringe benefits other than the aforementioned group
insurance, if available, (c) in the alternative, Executive may
exercise rights under COBRA to obtain medical insurance coverage
as may be available to Executive, (d) Executive shall be deemed
a part-time employee and not a full-time employee of Company,
(e) Executive shall provide Company with such occasional
executive or managerial services as reasonably requested by the
persons 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 O.2 hereof, or unavailability
because of absence from the State of Employment hereunder, shall
not affect Executive's right to receive such salary and (f)
Company shall pay directly or reimburse Executive in accordance
with the provisions of Paragraph G hereof for reasonable
business expenses of Company incurred by Executive in connection
with such services requested by the persons 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 O.2 hereof,
(b) termination of this Agreement by Company for "just cause" as
hereinafter defined, (c) Executive 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 Company is engaged on the commencement date of the
Modification Period, or (d) expiration of the then current Term
of this Agreement.
N. EXTENSION OF EMPLOYMENT: Absent at least ninety (90) days written Notice
of Termination from either party to the other party prior to expiration
of the then Initial or Extended Term, as applicable, of this Agreement,
employment hereunder shall continue for an Extended Term (or another
Extended Term, as applicable) of two (2) years, by which Executive and
Company intend that all terms and conditions of this Agreement shall
remain in full force and effect
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for another twenty four (24) months, except that the highest base salary
specified in Paragraph X.1.a. shall be increased annually as set forth
in Paragraph X.l.b for each year of the Extended Term. Company has the
option, without terminating this Agreement or Executive's employment
hereunder, of placing Executive on a leave of absence at the full
compensation set forth in Paragraph F hereof for any or all of such
ninety (90) day period in lieu of the aforementioned Notice of
Termination.
O. TERMINATION OF EMPLOYMENT:
1. a. Termination of employment at the expiration of the then
current Initial or Extended Term shall be effective with
or without cause.
b. Except as provided in Paragraph O.1.a, the Company shall
have the right to terminate Executive's employment
hereunder at any time during the then current Initial or
Extended Term, as applicable, of this Agreement, without
notice subject only to a good faith determination by a
majority of the Board of Directors of Company of "just
cause." "Just cause" includes but is not limited to any
theft or other dishonesty, or any material: (i) neglect
of employment duties, (ii) inability or unwillingness to
perform employment duties, (iii) insubordination, (iv)
abuse of alcohol or other drugs, (v) breach of this
Agreement; or for (vi) other misconduct, unethical or
unlawful activity.
c. At any time during the then current Initial or Extended
Term, as applicable, of this Agreement, with or without
cause, Executive may terminate employment hereunder by
giving Company ninety (90) days prior written notice.
2. Employment hereunder shall automatically terminate upon the
total disability ("Total Disability") or death of Executive.
Total Disability shall be deemed to occur on the ninetieth
(90th) consecutive or non-consecutive calendar day within any
twelve (12) month period that Executive is unable to perform the
essential job functions as set forth in Paragraph C hereof
because of any physical or mental illness or disability. Company
shall pay when due to Executive 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 Executive under this
Agreement, through the end of the month in which Total
Disability or death occurs.
3. Upon termination of employment hereunder, Executive shall
immediately resign as an employee of Company and as an officer
and/or director of Company, as applicable. Executive shall
promptly return all Company property in Executive's possession
to Company, including but not limited to, any motor vehicles,
equipment, supplies and documents set forth in Paragraph J
hereof. Company shall pay Executive, when due, all previously
earned and vested but as yet unpaid, salary, bonus or other
contingent compensation, reimbursement of business expenses and
fringe benefits.
4. Nothing contained in this Agreement shall entitle Executive to
receive a bonus or other incentive or contingent compensation
from Company based on any sales or profits made by Company after
termination of employment hereunder.
P. GOVERNING LAW: This Agreement shall be interpreted and enforced in
accordance with the laws of the State of Employment hereunder.
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Q. ARBITRATION CLAUSE:
1. Except for the interpretation and enforcement of injunctive
relief pursuant to Paragraph R hereof (which, at Company'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 Executive and Company or its directors, officers,
employees and agents regarding Executive's employment or
termination of employment hereunder, or any other business of
Company, shall be resolved by mandatory, final, 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 County 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 material breach of Paragraph L hereof, the damage or
imminent damage to the value of Company's business shall be
inestimable, and therefore any remedy at law or in damages shall
be inadequate. Accordingly, the parties hereto agree that
Company shall be entitled to the immediate issuance of a
restraining order or an injunction against Executive in the
event of such breach or threatened breach, in addition to any
other relief available to Company pursuant to this Agreement or
under law.
2. Executive agrees that the actual amount of damages resulting
from any material 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 Company shall be liquidated
damages, not a penalty, in an amount equal to four (4) times the
lost monthly revenue to the Company based on the average monthly
revenue which was payable by that customer to Company during the
four (4) months immediately preceding such breach. This
provision for liquidated damages is in addition to any other
relief available to Company pursuant to this Agreement or under
law.
3. To the full extent permitted under the laws of the State of
Employment hereunder, Executive authorizes Company to withhold
from Executive's compensation and from any other funds held for
Executive's benefit by Company, any damages or losses sustained
by Company as a result of any material breach or other material
violation of this Agreement by Executive, pending arbitration
between the parties as provided for herein.
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.
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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:
EXECUTIVE: JESS E. BENTON
50 Orange Court
Hillsborough, CA 94010
COMPANY: ABM INDUSTRIES INCORPORATED
160 Pacific Avenue, Suite 222
San Francisco, CA 94111
Attention: President and Chief Executive Officer
COPY: ABM INDUSTRIES INCORPORATED
160 Pacific Avenue, Suite 222
San Francisco, CA 94111
Attention: Chief Employment 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. Four Hundred Fifty Thousand Dollars ($450,000) per year
effective November 1, 2000 through October 31, 2001 at
the monthly rate of $37,500 (payable semi-monthly).
b. Effective November 1, 2001 through October 31, 2002, and
for each year of the then current Initial or Extended
Term of this Agreement, as applicable, the Salary in
Paragraph X.1.a. will be adjusted upward annually to
reflect the percentage increase change in the American
Compensation Association ("ACA"), or any successor
thereof, Index for the Western Region ("ACA Index") with
a (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 earning per share ("EPS") for the fiscal
year of the Company (commencing November 1, and ending
October 31st) ("Fiscal Year") then ending are equal to
or
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greater than the Company's EPS for the previous Fiscal
Year. There shall be no downward adjustment in salary in
the event the ACA Index shows a decrease from the prior
Fiscal Year.
2. BONUS: Subject to proration in the event of modification or
termination of employment hereunder and further subject to the
potential prospective re-set provisions set forth in Paragraph
X.2.c, Executive shall be paid a bonus ("Bonus") based on the
profit ("Profit") for each Fiscal Year, or partial Fiscal Year,
of employment hereunder during the Term, and during the Extended
Term, if any, of this Agreement:
a. Such Bonus for each Fiscal Year shall be (i) 0.0451%
of the Company's Profit on a pro-rata basis and
(ii) 1.0362% of the amount of any increase in the
Company's Profit over the previous Fiscal Year's
Profit, all on a pro-rata basis.
b. Profit is defined as the consolidated income before
income taxes of the Company, excluding: (i) 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, (ii) gains or losses on the
discontinuation of any business unit of Company, and
(iii) the discretionary portion of any contributions
made to any profit sharing, service award, employee
retirement or savings or similar plan.
c. Subject to proration in the event of modification or
termination of employment under this Agreement, and
further subject to a re-set in the event Executive's
Bonus for any Fiscal Year has been limited as
hereinafter provided, Executive's maximum Bonus for each
Fiscal Year shall be one hundred percent (100%) the
Salary for that year set forth in Paragraph X.l herein.
If, however, in any completed Fiscal Year, the Bonus
which might have been earned by Executive for that year
exceeds said one-hundred percent (100%) maximum,
Executive's Salary and Bonus for the next year shall be
re-computed as follows: (i) notwithstanding the six
percent (6%) maximum set forth hereinabove, the Salary
set forth in Paragraph X.l shall be adjusted to equal
seventy-five percent (75%) of the prior Fiscal Year's
combined Salary and Bonus, plus an amount equal to the
increase, if any, set forth in Paragraph X.l based upon
said ACA Index; and (ii) the Bonus percentage set forth
in Paragraph X.2.a shall be adjusted by multiplying the
prior Fiscal Year's combined Salary and Bonus by
twenty-five percent (25%), and dividing that product by
the actual Profit earned in the prior Fiscal Year.
d. Executive shall have the right to obtain an advance
against such Bonus at the end of each month of each
Fiscal Year in an amount equal to fifty percent (50% of,
or 0.5 times) the projected amount of such Bonus based
on the Profit at that time.
e. The independent public accounting firm for the Company
shall determine the Profit and Bonus for each Fiscal
Year. Company shall pay Executive the Bonus for the
Fiscal Year (or the balance thereof after any advances)
when such accounting firm has made such determination,
but no later than ninety (90) days after the end of each
Fiscal Year. 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
or department with respect to the amounts of the Profits
and Bonuses shall be conclusive upon Executive and
Company.
f. Notwithstanding the foregoing, no Bonus for any Fiscal
Year of the Company shall be payable unless the
Company's net income per share for the Fiscal Year then
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ending is equal to or greater than eighty percent (80%)
of the Company's net income per share for the previous
Fiscal Year of the Company.
3. POST-EMPLOYMENT CONSULTANCY: After Executive's retirement,
resignation and/or termination from employment with Company, but
commencing no earlier than what is or would have been
Executive's sixty-fifth (65th) birthday and concluding no later
than ten (10) years after commencement ("Consultancy Period"),
Company shall pay to Executive consulting fees ("Consulting
Fees") of:
a. 120 equal monthly installments of $2,083.00 for a total
of $250,000.
b. During the Consultancy Period: (i) Executive shall
provide Company 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 effect
Executive's right to receive such Consulting fees, (ii)
Company shall pay directly or reimburse Executive for
reasonable business expenses of Company incurred by
Executive in connection with such services requested by
the persons with the title set forth in Paragraph C
hereof, upon presentation to that person by Executive
within sixty (60) days after incurring such expense of
an itemized request for payment including the date,
receipts for all such expenses in excess of Twenty-Five
Dollars ($25) each, (iii) Company shall pay Executive's
Consulting Fees pursuant to this Paragraph X.3 herein,
(iv) Executive shall not be eligible or entitled to
receive or participate in any other of the Company's
then current fringe benefits, and (v) Executive shall be
deemed an independent contractor and not an employee of
the Company.
c. 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 or trust commencing from the month in which
Executive would have reached Executive's sixty-fifth
(65) birthday or continuing from the date of death
following such commencement.
Y. SCOPE OF CERTAIN PROVISIONS: All references to Company in Paragraphs H,
I, J, K, L, M, N, O.3, O.4, Q, R and Z in this Agreement shall include
Company, its affiliated and its subsidiary corporations.
Z. ENTIRE AGREEMENT: Unless otherwise specified herein, this Agreement sets
forth every contract, understanding and arrangement as to the employment
relationship between Executive and Company, and may only be changed by a
written amendment signed by both Executive and Company.
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.
2. It is specifically understood and accepted that this Agreement
supersedes all oral and written employment agreements between
Executive and Company prior to the date hereof, as well as all
conflicting provisions of Company's Guidelines For Corporate
Approval and its Human Resources Manual, including but not
limited to, the termination, discipline and discharge provisions
contained therein. Said Guidelines and Manual are not an
Agreement between Executive and Company, nor shall they be
binding on either party. The purpose and intent of said
Guidelines and Manual are only to suggest guidance for Company
managers to apply as they see fit on a case by case basis.
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ZZ. FULL KNOWLEDGE & UNDERSTANDING: Executive and Company 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, Executive and Company have executed this Agreement as of the
date set forth above:
EXECUTIVE: Signature: /s/ JESS E. BENTON
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Date: June 25, 2001
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COMPANY: Signature: /s/ HENRIK C. SLIPSAGER
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By: Henrik C. Slipsager
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Title: President and Chief Executive Officer
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Date: July 11, 2001
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