EXHIBIT 10.202
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT is entered into as of the 15th day of August
2002, by and between Ready Mix, Inc., a Nevada corporation (the "Employer" or
"Company"), and Robert Morris (the "Employee").
The Employer hereby employs the Employee on a full-time basis, and the
Employee hereby accepts such full-time employment on the terms and conditions
hereinafter set forth.
1. EMPLOYMENT. Employee is employed as the President of Ready Mix,
Inc.("RMI"), a wholly-owned subsidiary of Meadow Valley Corporation ("Parent").
Employee shall perform all duties as outlined herein and as may be assigned by
the Employer and shall devote full time, attention and loyalty to the affairs of
the Employer. The duties of the Employee shall specifically be: A) Complete
responsibility for the operational and financial aspects of RMI, including
profit and loss responsibility.
B) To select, hire and maintain qualified management personnel
and to administer and review annually the performance of each person
within his direct supervision and adjust compensation in accordance
with the Employer's guidelines and subject to the prior approval of the
Chief Operating Officer of the Parent.
C) To oversee the selection, preparation and submission of
materials sales quotes and proposals and to determine profit margins in
order to maximize Employer's profitability.
D) To oversee the preparation of operating budgets for
submission to the Parent's Chief Operating Officer for approval, to
insure that cost controls are in place and utilized to accurately track
production and delivery costs, to monitor customer schedules to insure
timely and accurate delivery of products and to provide decision-making
and problem-solving assistance in all aspects of RMI. To oversee the
negotiation, preparation and execution of all purchase agreements,
credit policies and other agreements within RMI.
E) To maintain and promote relationships with customers and
owners with whom the Employer conducts business.
F) To insure that periodic reporting such as monthly
production reports and other cost and revenue reports as required by
management are prepared and submitted correctly and on a timely basis.
G) To prepare and submit to the Parent annual operating
budgets and capital expenditure budgets and periodic forecasts as
required.
H) To resolve complaints and/or claims relating to RMI, or to
provide assistance in preparing for and presenting the Employer's or
Parent's position in claims hearings.
I) To provide input and counsel to strategic and business
plans for the Employer.
J) To assist in any other projects or duties as may be
assigned by the Chief Operating Officer or President of the Parent.
K) To see that all Company policies are enforced and adhered
to.
2. TERM. Subject to the provisions of termination provided in paragraph
10, the initial term of this Agreement shall commence on August 15, 2002 and
terminate on
1
August 15, 2005. This Agreement may be extended by the mutual written agreement
of the Employee and the Employer.
3. COMPENSATION. Employee shall receive a base salary of ninety-four
thousand dollars ($94,000.00) per year, payable in accordance with the regular
payroll practices of Employer, and subject to applicable deductions of
withholding taxes and other customary employment taxes. The Parent's Chief
Operating Officer or President shall review Employee's salary at a minimum
annually and may adjust Employee's salary upward to recognize improvement,
achievement or expansion of Employee's responsibilities subject to approval of
the Board Compensation Committee of the Parent.
Employee shall participate in cash incentive plans as currently
existing or as amended or adopted in the future by the Compensation Committee of
Parent's Board of Directors. Cash bonus plans are subject to annual review
and/or change as recommended by the Compensation Committee and approved by the
Board of Directors of the Parent.
4. OPTIONS TO ACQUIRE COMMON STOCK. Employee is eligible to participate
in the Meadow Valley Corporation 1994 Stock Option Plan. Future grants of stock
options shall be subject to the discretion of Meadow Valley Corporation's board
of directors.
5. EMPLOYEE BENEFITS. Employer shall provide to Employee, and, at the
election of the Employee, to the Employee's dependents, a comprehensive major
medical, health, and dental insurance program comparable to the programs
normally provided by other employers in the same industry and marketplace, and
the Employer shall pay the cost of the Employee's portion of the premium.
Insurance coverage may be subject to pre-existing condition limitations.
At Employer's cost at no greater than reasonable market rates, and
subject to verification of insurability, Employer will maintain a life insurance
policy covering Employee, with at least $250,000 of death benefits being payable
to Employee's estate or other beneficiaries designated by Employee.
Employer agrees to provide Employee with an automobile for
business-related use. In addition to the cost of the vehicle itself, Employer
shall pay, directly or by
reimbursement to Employee, for all maintenance, fuel, repairs, insurance,
operating and other costs incidental thereto.
Employer shall pay for, or reimburse Employee for, dues for his
membership in industry related associations perceived as beneficial to Employer
and as approved by the Chief Executive Officer or the Chief Operating Officer of
Parent.
So long as it is within the guidelines of the respective plan, Employee
shall be given the opportunity to participate in Parent's 401(k).
6. HOLIDAYS AND VACATION.
A) Employee shall be paid for the following seven (7) holidays: New
Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the
day after Thanksgiving, and Christmas Day and all other holidays for Employees
of the Employer as approved by the Chief Executive Officer or Board of Directors
of Parent.
2
B) Employee is entitled to three weeks vacation each year. All other
conditions with respect to vacations shall be consistent with the Employer's
vacation and holiday policy.
7. RESPONSIBILITIES OF EMPLOYEE. The Employee shall devote such
reasonable time as is necessary or is deemed reasonably necessary by the
Employer to carry out all required duties and will devote full time to the
Employer during normal business hours. The Employee shall at all times
faithfully, with diligence and to the Employee's best good faith ability,
experience and talents, perform all the duties that may be required pursuant to
the express terms hereof to the reasonable satisfaction of the Employer, in
accordance with customary professional standards.
8. WORKING FACILITIES. The Employee shall be furnished with all
facilities and services suitable to Employee's position and adequate for the
performance of Employee's duties.
9. EXPENSES. The Employee is authorized to incur reasonable expenses
for promoting business of the Employer, including expenses for entertainment,
travel and similar items. The Employer shall reimburse the Employee for all such
expenses on the presentation by the Employee of itemized and adequately
documented accounts of such expenditures.
10. TERMINATION. This Employment Agreement may be terminated under the
following circumstances:
A) WITHOUT CAUSE. Employer may terminate this Agreement at any time
upon thirty (30) days written notice to Employee, but Employer shall be
obligated to pay to Employee compensation in the amount of two year's salary
within 30 days of termination, unless Employee agrees to other payment terms.
B) VOLUNTARY TERMINATION BY EMPLOYEE WITHOUT CAUSE. Employee may
terminate this Agreement at any time upon thirty (30) days written notice to
Employer and Employer shall be obligated, in that event, to pay Employee
compensation up to the date of the termination only. Employer, at its sole
discretion, shall decide the exact date of termination and Employee may be
required to continue to provide services for up to 90 days from the date of
receipt of notice of termination. Payment of compensation shall be made in cash
within 30 days of termination, unless Employee agrees to other payment terms.
C) TERMINATION BY EMPLOYER FOR REASONABLE CAUSE. The Employer may
terminate this Agreement for reasonable cause upon thirty (30) days written
notice to the Employee and Employer shall be obligated, in that event, to pay
Employee compensation up to the date of termination only. For purposes hereof,
"cause" shall be defined as meaning (i) such conduct by the Employee which
constitutes material breach of this Agreement which is not cured within ninety
(90) days of written notice to the Employee of said alleged breach or (ii) a
material failure to competently perform Employee's duties as stated in paragraph
1 in accordance with applicable professional standards as stated in paragraphs 1
and 8 hereof provided that Employer has previously given Employee written notice
and a reasonable opportunity to remedy such failure and
3
such failure has a materially adverse effect on the business or financial
condition of Employer or (iii) material breach of Employee's fiduciary duty and
such breach has a material adverse effect on the business or financial condition
of Employer or (iv) egregiously improper or illegal conduct of the Employee
which, in the Employer's sole discretion, has a material adverse affect on
Employer.
D) TERMINATION BY EMPLOYEE FOR REASONABLE CAUSE. Employee may terminate
this Agreement for cause. In such event, Employer shall be obligated to pay
Employee compensation in lump sum for the balance of the term of this Agreement
within 30 days of termination or as Employee shall agree, plus damages suffered
and expenses incurred by reason thereof. For this purpose "cause" shall mean (i)
a material breach of this Agreement by Employer or (ii) failure of Employer to
pay any amount owed Employee hereunder at the time and in the amount due or
(iii) failure of Employer to follow applicable law or (iv) egregiously improper
conduct with respect to dealing with Employee or in a manner which brings
discredit to Employee.
11. CONFIDENTIALITY. Employee agrees not to disclose any confidential,
proprietary competitively sensitive information to persons who are not
employees, directors, lenders, bonding agents, insurance companies or advisors
of the Employer, except as required by law, without prior consent of the
Employer; provided however, any disclosure involving this paragraph shall not
result in a breach of this Agreement unless the disclosure has a materially
adverse effect on the Employer.
12. NOTICES. All notices, demands, and communications given under this
Agreement ("Notice") shall be in writing and delivered personally or sent by
registered or certified mail, return receipt requested, in the United States
mail, postage prepaid, addressed as follows:
If to Employer:
Meadow Valley Corporation
P.O. Box 60726
Phoenix, AZ 85082-0726
If to Employee:
Robert R. Morris
100 W. Country Club
Henderson, NV
or at such other address as a party may from time to time designate by Notice
hereunder. Notice shall be effective upon delivery in person, or if mailed, at
midnight on the third business day after the date of mailing.
13. ASSIGNMENT OF AGREEMENT. Neither party may assign or otherwise
transfer this Agreement or any of its rights or obligations hereunder without
the prior written consent to such assignment or transfer by the other party
hereto; and all the
4
provisions of this Agreement shall be binding upon the respective employees,
successors, heirs and assigns of the parties; provided, however, the benefits
payable to Employee hereunder in the event of disability or death or incapacity
are payable to Employee's spouse or personal representative.
14. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS. This
Agreement and the representations, warranties, covenants and other agreements
(however characterized or described) by both parties and contained herein or
made pursuant to the provisions hereof shall survive the execution and delivery
of this Agreement.
15. FURTHER INSTRUMENTS. The parties shall execute and deliver any and
all such other instruments in reasonable mutually acceptable form and substance
and shall take any and all such other actions as may be reasonably necessary to
carry the intent of the Agreement into full force and effect.
16. SEVERABILITY. If any provision of this Agreement shall be held,
declared or pronounced void, voidable, invalid, unenforceable or inoperative for
any reason by any court of competent jurisdiction, governmental authority or
otherwise, such holding, declaration or pronouncement shall not affect adversely
any other provision of this Agreement, which shall otherwise remain in full
force and effect and be enforced in accordance with its terms, and the effect of
such holding, declaration or pronouncement shall be limited to the territory of
jurisdiction in which made. In the event that any provision of this Agreement
shall be held to be overly broad and, therefore, unenforceable, the parties
agree that the Court, or other dispute resolution authority, shall have the
power and obligation to revise or restrict the provisions in order to provide
the parties the fullest protections permitted by law consistent with the
intentions of the parties as evidenced hereby.
17. WAIVER. All the rights and remedies of either party under this
Agreement are cumulative and not exclusive of any other rights and remedies
provided by law. No delay or failure on the part of either party in the exercise
of any right or remedy arising from a breach of this Agreement shall operate as
a waiver of any subsequent right or remedy arising from a subsequent breach of
this Agreement. The consent of any party where required hereunder to any act or
occurrence shall not be deemed to be a consent to any other act or occurrence.
18. GENERAL PROVISIONS. This Agreement shall be construed and enforced
in accordance with, and governed by, the laws of the state of Arizona. Except as
otherwise expressly stated herein, time is of the essence in performing under
this Agreement. This Agreement embodies the entire agreement and understanding
between the parties and supersedes all prior agreements and understandings
relating to the subject matter of this Agreement as it relates to the parties'
duties and obligations from and after July 22, 2002, and this Agreement may not
be modified or amended or any term or provision hereof waived or discharged
except in writing signed by the party against whom such amendment, modification,
waiver or discharge is sought to be enforced. The
5
headings of this Agreement are for convenience in reference only and shall not
limit or otherwise affect the meaning thereof. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an original but all of
which taken together shall constitute one and the same instrument.
19. SPECIAL RIGHT OF EMPLOYEE UNDER CERTAIN CIRCUMSTANCES. During the
term of this Agreement, if the Employer or Parent is involved in a merger,
consolidation or other business combination in which the Employer or Parent is
not the surviving and controlling entity and as a result thereof, the Employee
is required to relocate outside the city of his current residence in a manner
not objectively reasonable, then Employee shall have the following rights:
A) To terminate this Agreement with 30 days prior notice, in which
event Employer shall pay Employee an amount equal to one year's salary at the
Employee's current rate and
B) All options granted shall, to the extent not specifically prohibited
by the stock option plan then in effect, vest immediately and be exercisable
within one year of the termination notice provided in A above.
IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year
first above written.
READY MIX, INC.
/s/ Robert R. Morris /s/ Bradley E. Larson
_______________________________ By___________________________
Employee Vice President
6