General Roofing Services Inc Sample Contracts

General Roofing Services Inc – EMPLOYMENT AGREEMENT (August 4th, 1998)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and GREGG E. WALLICK (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the President and Chief Executive Officer of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of t

General Roofing Services Inc – EMPLOYMENT AGREEMENT (August 4th, 1998)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and WILLIAM A. ABBERGER III (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the Senior Vice President of Operations of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration

General Roofing Services Inc – EMPLOYMENT AGREEMENT (August 4th, 1998)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and DALE E. EBY (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the Senior Vice President, Chief Financial Officer and Treasurer of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in

General Roofing Services Inc – EMPLOYMENT AGREEMENT (August 4th, 1998)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of February, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and ERIC B. LEVINE (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the Senior Vice President of Corporate Development of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideratio

General Roofing Services Inc – ARTICLES OF INCORPORATION (July 31st, 1998)

1 Exhibit 3.1 ARTICLES OF INCORPORATION OF GENERAL ROOFING SERVICES, INC. ARTICLE I NAME ---- The name of this Corporation is General Roofing Services, Inc. (hereinafter called the "Corporation"). The address of the principal office and the mailing address of the Corporation is 951 South Andrews Avenue, Pompano Beach, Florida 33069. ARTICLE II NATURE OF BUSINESS ------------------ This Corporation is being formed for the following purposes: A. To engage in any and all lawful business or activity permitted under the laws of the United States and the State of Florida. B. To

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 17th, 1998)

1 EXHIBIT 2.14 STOCK PURCHASE AGREEMENT BY AND AMONG GRI OF SOUTH FLORIDA, INC., GRI OF ORLANDO, INC., GRI OF WEST FLORIDA, INC., DAKOTA LEASING, INC., AND GENERAL ROOFING ACQUISITION CORP. (COLLECTIVELY, THE "COMPANIES") AND THE SOLE SHAREHOLDER OF THE COMPANIES AND GENERAL ROOFING SERVICES, INC. ---------------------------- MAY 25, 1998 -------

General Roofing Services Inc – UNDERWRITING AGREEMENT (July 17th, 1998)

1 EXHIBIT 1.1 GENERAL ROOFING SERVICES, INC. COMMON STOCK ----------------- UNDERWRITING AGREEMENT _______, 1998 THE ROBINSON-HUMPHREY COMPANY, LLC BANCAMERICA ROBERTSON STEPHENS RAYMOND JAMES & ASSOCIATES, INC. As Representatives of the Several Underwriters named in Schedule I hereto, c/o The Robinson-Humphrey Company, LLC 3333 Peachtree Road, N.E. Atlanta, Georgia 30326 Dear Sirs: General Roofing Services, Inc., a Florida corporation (the "Company"), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule I (the "Underwriters") an aggregate of 4,000,000 shares of common stock, par value $.01 per share ("Common Stock"), of the Company (the "Firm S

General Roofing Services Inc – EMPLOYMENT AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of May, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and GREGG E. WALLICK (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the President, and Chief Executive Officer of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the f

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.12 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., C.E.I. ROOFING, INC. AND ALL OF THE STOCKHOLDERS OF C.E.I. ROOFING, INC. ---------------------------- MAY 13, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.6 STOCK PURCHASE AGREEMENT by and among GENERAL ROOFING SERVICES, INC., CYCLONE ROOFING COMPANY and THE SOLE STOCKHOLDER OF CYCLONE ROOFING COMPANY ---------------------------- May 13, 1998 ---------------------------- 2 TABLE OF CONTENTS Page ----

General Roofing Services Inc – INDEMNIFICATION AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May 26, 1998 by and between GENERAL ROOFING SERVICES, INC., a Florida corporation (the "Company"), and DALE E. EBY (the "Indemnitee"). WITNESSETH: WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available; WHEREAS Indemnitee is an officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner and

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.3 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., S & B ROOFING SERVICES, INC. AND ALL OF THE STOCKHOLDERS OF S & B ROOFING SERVICES, INC. ---------------------------- MAY 13, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – INDEMNIFICATION AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.10 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May 26, 1998 by and between GENERAL ROOFING SERVICES, INC., a Florida corporation (the "Company"), and ROBERT BROOKER (the "Indemnitee"). WITNESSETH: WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available; WHEREAS Indemnitee is an officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner a

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.11 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., C.E.I. WEST ROOFING COMPANY, INC. AND ALL OF THE STOCKHOLDERS OF C.E.I. WEST ROOFING COMPANY, INC. ---------------------------- MAY 13, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.4 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., ANTHONY ROOFING, LTD. AND ALL OF THE STOCKHOLDERS OF ANTHONY ROOFING, LTD. ---------------- MAY 13, 1998 ---------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – EMPLOYMENT AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.2 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of May, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and ERIC B. LEVINE (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the Senior Vice President of Corporate Development of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.13 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., C.E.I. FLORIDA, INC. AND ALL OF THE STOCKHOLDERS OF C.E.I. FLORIDA, INC. ---------------------------- MAY 13, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.1 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., HARRINGTON-SCANLON ROOFING COMPANY, INC. AND ALL OF THE STOCKHOLDERS OF HARRINGTON-SCANLON ROOFING COMPANY, INC. ---------------------------- ---------------------------- MAY 12, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE

General Roofing Services Inc – INDEMNIFICATION AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.9 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May 26, 1998 by and between GENERAL ROOFING SERVICES, INC., a Florida corporation (the "Company"), ANGELA PETTUS (the "Indemnitee"). WITNESSETH: WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available; WHEREAS Indemnitee is an officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner and in

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.10 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., WRIGHT-BROWN ROOFING COMPANY AND THE STOCKHOLDERS OF WRIGHT-BROWN ROOFING COMPANY ---------------------------- MAY 13, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.8 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., ADVANCED ROOFING, INC. AND ALL OF THE STOCKHOLDERS OF ADVANCED ROOFING, INC. ---------------------------- MAY 20, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – EMPLOYMENT AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.4 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of May, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and WILLIAM A. ABBERGER III (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the Senior Vice President of Operations of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of t

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.7 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., FIVE K INDUSTRIES, INC. AND ALL OF THE STOCKHOLDERS OF FIVE K INDUSTRIES, INC. ---------------------------- MAY 19, 1998 ---------------------------- 2 TABLE OF CONTENTS Page ----

General Roofing Services Inc – INDEMNIFICATION AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.8 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May 26, 1998 by and between GENERAL ROOFING SERVICES, INC., a Florida corporation (the "Company"), and WILLIAM A. ABBERGER III (the "Indemnitee"). WITNESSETH: WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available; WHEREAS Indemnitee is an officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective

General Roofing Services Inc – INDEMNIFICATION AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.6 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May 26, 1998 by and between GENERAL ROOFING SERVICES, INC., a Florida corporation (the "Company"), and ERIC B. LEVINE (the "Indemnitee"). WITNESSETH: WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available; WHEREAS Indemnitee is an officer of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effective manner a

General Roofing Services Inc – 1998 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN (July 7th, 1998)

1 EXHIBIT 10.11 GENERAL ROOFING SERVICES, INC. 1998 STOCK OPTION AND RESTRICTED STOCK PURCHASE PLAN Section 1. PURPOSE. The purpose of the General Roofing Services, Inc. and its Subsidiaries Stock Option and Restricted Stock Purchase Plan (the "Plan") is to promote the interests of General Roofing Services, Inc., a Florida corporation (the "Company"), and any Subsidiary thereof and the interests of the Company's shareholders by providing an opportunity to selected employees, officers and directors of the Company or any Subsidiary thereof as of the date of the adoption of the Plan or at any time thereafter to purchase Common Stock of the Company. By encouraging such stock ownership, the Company seeks to attract, retain and motivate such employees and other persons and to encourage such employees and other persons to devote their best efforts to the business a

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.9 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., BLACKMORE & BUCKNER ROOFING, INC. AND ALL OF THE STOCKHOLDERS OF BLACKMORE & BUCKNER ROOFING, INC. ---------------------------- MAY 12, 1998 ---------------------------- 2 TABLE OF CONTENTS PAGE ----

General Roofing Services Inc – EMPLOYMENT AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.3 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 27th day of May, 1998 by and between GENERAL ROOFING SERVICES, INC. (hereinafter called "GRS") and DALE E. EBY (hereinafter called the "Executive"). RECITALS A. GRS has entered into stock purchase agreements (the "Purchase Agreements") to acquire all of the capital stock of 18 commercial roofing companies. B. In light of the Executive's significant role in GRS, GRS desires to assure itself of the Executive's services as the Senior Vice President, Chief Financial Officer and Treasurer of GRS, and the Executive is willing to make his services available to GRS, upon the terms and subject to the conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consi

General Roofing Services Inc – INDEMNIFICATION AGREEMENT (July 7th, 1998)

1 EXHIBIT 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the "Agreement") is dated as of May 26, 1998 by and between GENERAL ROOFING SERVICES, INC., a Florida corporation (the "Company"), and GREGG E. WALLICK (the "Indemnitee"). WITNESSETH: WHEREAS, it is essential to the Company to retain and attract as officers and directors the most capable persons available; WHEREAS Indemnitee is an officer and director of the Company; WHEREAS, both the Company and Indemnitee recognize the increased risk of litigation and other claims being asserted against directors and officers of public companies in today's environment; and WHEREAS, in recognition of Indemnitee's need for substantial protection against personal liability in order to enhance Indemnitee's continued service to the Company in an effe

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.2 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., REGISTER CONTRACTING COMPANY, INC., REGISTER & CHILDERS ROOF REPAIRS, INC. AND ALL OF THE STOCKHOLDERS OF REGISTER CONTRACTING COMPANY, INC. AND REGISTER & CHILDERS ROOF REPAIRS, INC. ---------------------------- MAY 8, 1998 ---------------------------- 2 TABLE OF CONTENTS

General Roofing Services Inc – STOCK PURCHASE AGREEMENT (July 7th, 1998)

1 EXHIBIT 2.5 STOCK PURCHASE AGREEMENT BY AND AMONG GENERAL ROOFING SERVICES, INC., SPECIALTY ASSOCIATES, INC., SAI WHOLESALE DISTRIBUTORS, INC. AND THE STOCKHOLDERS OF SPECIALTY ASSOCIATES, INC., AND SAI WHOLESALE DISTRIBUTORS, INC. ---------------------------- MAY 12, 1998 ---------------------------- 2 TABLE OF CONTENTS