1
Exhibit 10.2
EMPLOYMENT AGREEMENT
--------------------
THIS EMPLOYMENT AGREEMENT ("Agreement") is made as of March
17, 2000, by and between Intrenet, Inc., an Indiana corporation ("Employer"),
and Thomas J. Bell ("Employee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Employer desires to employ Employee;
WHEREAS, Employee desires to be assured of certain compensation
and other benefits from Employer for his services over a defined term; and
WHEREAS, Employer desires to provide such assurances to Employee
on the terms and subject to the conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of these premises, the mutual
covenants and undertakings herein contained, Employer and Employee, each
intending to be legally bound, covenant and agree as follows:
1. EMPLOYMENT. Upon the terms and subject to the conditions set
forth in this Agreement, Employer agrees to employ Employee and Employee agrees
to accept such employment.
2. DUTIES. Employee agrees to serve as Employer's Chief Financial
Officer and to perform such duties in that office as may reasonably be assigned
to him by Employer's Board of Directors (the "Board"), Chief Executive Officer
("CEO") or Chief Operating Officer ("COO"), if any. While so employed, Employee
shall devote substantially all of his business time and efforts to Employer's
business and shall not engage in any other business activities without the prior
approval of the Board, the CEO or the COO. Without limiting the foregoing,
Employee agrees to be in the principal offices of Employer or on Employer's
business during normal working hours (8:00 a.m. to 5:00 p.m.) Monday through
Friday. Employee shall hold such other offices and titles as the Board
determines.
3. TERM. The term of this Agreement shall commence as of the date
hereof and shall expire on March 17, 2001 (such term, including any extension
thereof shall herein be referred to as the "Term"). The Term shall be
automatically extended for additional periods of one year unless at least six
(6) months prior to the scheduled expiration date, Employer notifies Employee in
writing of its intention not to extend the Term. Any notice of intention not to
renew may be treated, at Employee's option, as a termination of employment under
section 8(c) of this Agreement.
4. COMPENSATION.
(a) Employee shall receive a base salary of
$175,000.00 per annum ("Base Compensation") payable at regular
intervals in accordance with Employer's normal payroll practices
now or hereafter in effect.
(b) In addition to Base Compensation, on the third
Tuesday of April of each year of the Term, Employee shall be
eligible to receive a bonus equal to eight-tenths of one
2
percent (0.8%) of Employer's net income before taxes for the
preceding year. The amount of the bonus for any partial year of
employment shall be pro rated based on the actual number of
calendar months of employment and the total of Employee's Base
Compensation and bonus in any year shall not exceed $400,000 (or
such smaller amount if pro rated for any partial year).
5. BENEFIT PLANS. Employee shall be included as a participant in
all present and future employee benefit, retirement and compensation plans
generally available to employees of Employer, consistent with his Base
Compensation and position with Employer, including, without limitation, any
pension plan, 401(k) Plan, stock option plan, and hospitalization, major
medical, disability and group life insurance plans, upon the terms set forth in
such plans, as amended from time to time. Employer may amend or eliminate any
such plan in its discretion to the extent permitted by law, as long as the
change does not apply solely to Employee to the exclusion of all other
participants in such plan.
6. EXPENSES; AUTOMOBILE; VACATIONS. So long as Employee is
employed by Employer pursuant to this Agreement, Employee shall receive
reimbursement from Employer for all reasonable business expenses incurred in the
course of his employment by Employer, upon submission to Employer of written
vouchers and statements for reimbursement in accordance with Employer's policies
and procedures. Employee shall be provided with a vehicle for his use of his
selection at a total cost to Employer not to exceed $35,000. Employee will be
reimbursed for all operating costs related to the vehicle. Employee shall
participate in Employer's vacation policies for senior executives and shall be
entitled to twelve (12) paid vacation days during 2000 and three (3) weeks of
paid vacation per year each year thereafter.
7. OPTIONS. Employee shall participate in Employer's stock option
plan. Employer agrees to grant Employee options to purchase 43,750 shares of the
Company's Common Stock on the third Tuesday of April, 2001 if the Company's
operating ratio for the year ended December 31, 2000 is less than or equal to
97.5. The number of shares underlying the additional options to be granted if
such condition is met shall be not less than 43,750 or more than 87,500 with the
number to be determined as follows:
Operating Ratio Total Number of Shares
Equal to or Less Than: Underlying Options
---------------------- ----------------------
97.5 43,750
96.5 56,875
95.5 65,625
94.5 74,375
93.5 87,500
The exercise price of any options shall be equal to the closing price per share
of the Common Stock as reported by Nasdaq for the trading date preceding the
date of the grant and shall be exercisable immediately from the date of grant
through five (5) years from the date of grant.
-2-
3
8. TERMINATION. Subject to the respective continuing obligations
of the parties, Employee's employment may be terminated prior to the expiration
of the Term of this Agreement as follows:
(a) Employer, by action of its Board of Directors
and upon written notice to Employee, may terminate Employee's
employment at any time effective immediately for cause. For
purposes of this subsection, "cause" shall be defined as any (i)
dishonest or fraudulent conduct in connection with his
employment, (ii) conviction of Employee by a federal or state
court for the commission of a felony, (iii) insubordinate or
intentional failure on the part of Employee to perform the duties
assigned to him under this Agreement or any other duties assigned
to him in writing by the CEO, the COO or the Board; or (iv)
unlawful taking or misappropriation of any material and
substantial tangible or intangible property (other than corporate
opportunities) or misappropriation of any corporate opportunity
belonging to Employer or any subsidiary or in which any of them
has an interest.
(b) Employer, by action of its Board and upon
thirty (30) days written notice to Employee, may terminate
Employee's employment without cause.
(c) Employee, by written notice to Employer, may
terminate his employment at any time on thirty (30) days written
notice to the Board.
(d) Employee's employment shall terminate in the
event of Employee's death or disability. For purposes hereof,
"disability" shall be defined as Employee's inability by reason
of illness or other physical or mental incapacity to perform the
duties required by his employment for any consecutive one hundred
twenty (120) day period, provided that notice of any termination
by Employer because of Employee's "disability" shall have been
given to Employee prior to the full resumption by him of the
performance of such duties.
9. COMPENSATION UPON TERMINATION OR DURING DISABILITY. In the
event of termination of Employee's employment pursuant to section 8 hereof,
compensation shall be paid to Employee as follows:
(a) In the event of termination pursuant to
subsection 8a or 8c, Base Compensation shall continue to be paid
to Employee, and Employee shall continue to participate in the
employee benefit, retirement, and compensation plans and other
perquisites as provided in sections 5, 6 and 7 hereof, through
the date of termination specified in the notice of termination.
Any benefits payable under insurance, health, retirement and
bonus plans as a result of Employee's participation in such plans
through such date shall be paid when due under those plans.
(b) In the event of termination pursuant to
subsection 8b, Base Compensation shall continue to be paid to
Employee and Employee shall continue to participate in the
employee benefit, retirement, and compensation plans and other
perquisites as provided in sections 5, 6 and 7 hereof, through
the date of termination specified in the notice of termination.
Any benefits payable under insurance, health, retirement and
bonus plans as a result of Employee's participation in such plans
through such date shall be paid when due
-3-
4
under those plans. In addition, Employee shall be entitled to
receive from Employer after the date of termination as severance,
a lump sum amount equal to the Base Compensation then payable to
Employee for twelve month period.
(c) In the event of termination pursuant to
subsection 8d, compensation provided for herein (including Base
Compensation) shall continue to be paid, and Employee shall
continue to participate in the employee benefit, retirement, and
compensation plans and other perquisites as provided in sections
5, 6 and 7 hereof, (i) in the event of Employee's death, through
the date of death, or (ii) in the event of Employee's disability,
through the date of proper notice of disability as required by
subsection 8d. Any benefits payable under insurance, health,
retirement and bonus plans as a result of Employer's
participation in such plans through such date shall be paid when
due under those plans.
Payments made under this Section 9 shall be in full satisfaction of Employer's
remaining obligations to Employee under this Agreement.
10. NOTICE OF TERMINATION. Any termination of Employee's
employment with Employer as contemplated by section 8 hereof, except in the
circumstances of Employee's death, shall be communicated by a written "Notice of
Termination" by the terminating party to the other party hereto. Any Notice of
Termination pursuant to subsection 8a shall indicate the specific provisions of
this Agreement relied upon and shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for such termination.
11. SUCCESSORS. Should Employee die after termination of his
employment with Employer while any amounts are payable to him hereunder, this
Agreement shall inure to the benefit of and be enforceable by Employee's
executors, administrators, heirs, distributees, devisees and legatees and all
amounts payable hereunder shall be paid in accordance with the terms of this
Agreement to Employee's devisee, legatee or other designee or, if there if no
such designee, to his estate.
12. NOTICE. For purposes of this Agreement, notices and all other
communications provided for herein shall be in writing and shall be deemed to
have been given when delivered or sent by mail, express delivery or facsimile
transmission as follows:
If to Employee: 963 Creek Knoll Drive
Milford, Ohio 45150
If to Employer: Intrenet, Inc.
400 TechneCenter Drive
Milford, Ohio 45150
Attn: President and CEO
or to such address as either party hereto may have furnished to the other party
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.
-4-
5
13. AMENDMENT AND WAIVER. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by Employee and Employer. No waiver by either party
hereto at any time of any breach by the other party hereto of, or compliance
with, any condition or provision of this Agreement to be performed by such other
party shall be deemed a waiver of dissimilar provisions or conditions at the
same or any prior or subsequent time. No agreements or representation, oral or
otherwise, express or implied, with respect to the subject matter hereof have
been made by either party which are not set forth expressly in this Agreement.
14. SEVERABILITY. The invalidity or unenforceability of any
provisions of this Agreement shall not affect the validity or enforceability of
any other provisions of this Agreement which shall remain in full force and
effect.
15. ASSIGNMENT. This Agreement is personal in nature and neither
party hereto shall, without consent of the other, assign or transfer this
Agreement or any rights or obligations hereunder, except as provided in section
11.
-5-
6
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed and delivered as of the day and year first above set forth.
INTRENET, INC.
By: /s/ John P. Chandler
------------------------------------------
John P. Chandler, Executive Vice President
and Chief Operating Officer
"Employer"
/s/ Thomas J. Bell
------------------------------------------
Thomas J. Bell
"Employee"
-6-