EXHIBIT 10.67
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CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT
THIS CORPORATE EXECUTIVE EMPLOYMENT AGREEMENT ("Agreement") is made as of
November 1, 1999, by and between Donna M. Dell ("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 prospects 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 Senior Vice President of Human
Resources and Chief Employment Counsel 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 Chairman of the Board and Chief
Administrative Officer of Company, to whom Executive shall report and be
accountable.
D. TERM OF AGREEMENT: Employment hereunder shall commence on November 1,
1999, for a 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").
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.1 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.
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
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insurance, sick leave and vacation, and a Service Award Benefit
Plan. 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 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.
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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.
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
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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.1 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 for another twenty four (24) months,
except that the highest base salary specified in Paragraph X.l.a shall
be increased annually as set forth in Paragraph X.1.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
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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 duties
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.
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
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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.
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
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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: DONNA M. DELL
40 Mulberry Lane
Walnut Creek, CA 94596
COMPANY: ABM INDUSTRIES INCORPORATED
160 Pacific Avenue, Suite 222
San Francisco, CA 94111
Attention: Chairman of the Board
COPY: ABM INDUSTRIES INCORPORATED
160 Pacific Avenue, Suite 222
San Francisco, CA 94111
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. One Hundred Ninety Six Thousand, Six Hundred Thirty Eight
Dollars ($196,638) per year effective November 1, 1999
through October 31, 2000 at the monthly rate of $16,387
payable semi-monthly.
b. Effective November 1, 2000 through October 31, 2001, 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 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 0.0511% of the
Company's Profit 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
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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
fifty percent (50%) 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 fifty percent (50%) 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.1 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.1 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 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 thereafter ("Consultancy Period"), Company shall pay to
Executive consulting fees ("Consulting Fees") of:
a. 120 equal monthly installments accrued at 1/120th of
$150,000 for each month of employment completed by
Executive from July 1, 1994 through June 30, 2004, plus
b. 120 equal monthly installments accrued at 1/60th of
$100,000 for each month of employment completed by
Executive from November 1, 1999 through October 31, 2004.
c. During the Consultancy Period: (i) Executive shall provide
Company with such
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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.
d. 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.
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.
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IN WITNESS WHEREOF, Executive and Company have executed this Agreement as of the
date set forth above:
EXECUTIVE: Signature: /s/ Donna M. Dell
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Date: 4/17/01
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COMPANY: By: Martinn H. Mandles
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Date: 11/27/00
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Signature: /s/ MARTINN H. MANDLES
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Title: Chairman of the Board and Chief Administrative Officer
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ABM Industries Incorporated