EXHIBIT 10.53
[*] DENOTES EXPURGATED INFORMATION
SEPARATION AGREEMENT AND GENERAL RELEASE
This SEPARATION AGREEMENT AND GENERAL RELEASE ("Agreement") is made by and
between XXXXXXX X. XXXXX who resides at [*] ("Xx. Xxxxx") and THE BOSTON BEER
COMPANY, INC., a Massachusetts corporation with a principal place of business at
Xxx Xxxxxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, XX 00000, for itself and its various
subsidiaries and affiliates, including Boston Beer Corporation (collectively,
the "Company"), as of the Effective Date (as hereinafter defined).
Xx. Xxxxx has been employed by the Company as an employee-at-will and, most
recently, as its Chief Operating Officer. Xx. Xxxxx and the Company have agreed
that Xx. Xxxxx'x employment with the Company shall terminate, on and subject to
the terms and conditions set forth in this Agreement.
ACCORDINGLY, in consideration of the mutual covenants to be performed by
each of the parties and set forth in their entirety herein, the parties agree as
follows:
1. SEPARATION FROM EMPLOYMENT. Xx. Xxxxx will continue to perform his job
as the Company's Chief Operating Officer through April 27, 2007 (the "Separation
Date"), which shall be the last day of Xx. Xxxxx'x employment with the Company.
Prior to the Separation Date, Xx. Xxxxx shall continue to perform his regular
and usual duties as Chief Operating Officer, which shall include support and
consulting to the new Vice President of Operations to ensure a smooth transition
of responsibilities, projects and business continuity. Xx. Xxxxx shall also
endeavor to complete on or before the Separation Date the various special tasks
(the "Special Tasks") specified on Exhibit A attached hereto. Notwithstanding
the foregoing, Xx. Xxxxx may devote one day a week on average to pursue career
counseling and new employment opportunities. Xx. Xxxxx shall not, however, enter
into any verbal or written agreements or make any binding commitments on behalf
of the Company, except with the consent of Xxxxxx Xxxxx, the Company's Chief
Executive Officer, nor shall Xx. Xxxxx commit any act or omission which impacts
adversely on the business or reputation of the Company. Xx. Xxxxx shall continue
to be paid his salary, at its current rate, and shall receive the benefits he
currently receives, provided he continues to make his employee contribution
therefor, through the Separation Date and shall be entitled to receive the bonus
earned by Xx. Xxxxx for his performance in 2006 ($49,000). Xx. Xxxxx shall be
paid his accrued but unused vacation pay for 2007, if any, on the Separation
Date. In addition, Xx. Xxxxx shall be paid a bonus within fourteen (14) days
after Separation Date or the Effective Date, whichever is later, in accordance
with Exhibit A, provided he completes the Special Tasks to the reasonable
satisfaction of Xx. Xxxxx. As of Separation Date, Employee will be relieved of
further duties and responsibilities and will no longer be authorized to transact
business on behalf of Company.
2. CONSIDERATION. Provided Xx. Xxxxx executes this Agreement, does not
rescind his asset to it as provided in paragraph 8 hereof, and complies with the
terms and conditions of this Agreement, the Company shall:
(a) Pay Xx. Xxxxx an amount equal to six (6) months of his salary at
his current rate, less applicable federal, state, local and other
employment-related deductions and payable in a lump sum within fourteen (14)
days after the Separation Date or the Effective Date, whichever is later (the
"Severance Payment");
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[*] DENOTES EXPURGATED INFORMATION
(b) Continue to pay its portion of the premium for Xx. Xxxxx'x health
and dental benefits that he is currently receiving as a Company benefit through
the Separation Date (the "Company's Share"). The Separation Date serves as a
"qualifying event" under the Consolidated Omnibus Budget Reconciliation Act
("COBRA") and, hence, health and dental coverage and premiums paid after the
Separation Date are pursuant to COBRA. After the Separation Date, the Company
will pay the Company's Share for coverage until December 31, 2007, provided that
Xx. Xxxxx timely elects continuation of coverage under COBRA and has made
payments of the appropriate amounts due. Thereafter, Xx. Xxxxx'x medical and
dental benefits will be continued only to the extent available under COBRA. The
Company will forward to Xx. Xxxxx separate correspondence regarding his COBRA
rights prior to the termination of his current benefits. The Employee shall have
the right to continue certain other benefits in accordance with any conversion
options that exist under Company's benefit plans and
(c) Pay up to $40,000 in fees for outplacement and career counseling
services to a provider of Xx. Xxxxx'x choice, provided that such services are
utilized by Xx. Xxxxx prior to December 31, 2007.
Xx. Xxxxx acknowledges and agrees that the Severance Payment, the benefits and
the other consideration provided for in this Sections 2 are not otherwise due or
owing to Xx. Xxxxx under any employment agreement (oral or written) with the
Company or any Company policy or practice, and that the Severance Payment and
the other consideration provided for herein are not intended to, and shall not
constitute, a severance plan, and shall confer no benefit on anyone other than
the Company and Xx. Xxxxx. Xx. Xxxxx further acknowledges that, except for the
specific financial consideration set forth in this Agreement, Xx. Xxxxx is not
and shall not in the future be entitled to any other compensation or benefit
from the Company including, without limitation, other wages, commissions,
bonuses, options, stock awards, vacation pay, holiday pay or any other form of
compensation or benefit.
3. ASSISTANCE BY XX. XXXXX. Xx. Xxxxx acknowledges that, during his
employment with the Company, he was either directly or indirectly involved in
various matters with respect to which the Company may, after the Separation
Date, request his assistance. Xx. Xxxxx agrees to assist the Company, if
requested, in any and all matters relating to the Company which may arise as a
result of his direct or indirect involvement, at mutually convenient times. In
consideration for such services, and provided Xx. Xxxxx executes this Agreement,
does not rescind his assent to it, and complies with its terms, the Company will
pay Xx. Xxxxx a fee of $10,000 per month for a period of six (6) months,
commencing on the Separation Date. In addition, should Xx. Xxxxx wish to
continue to be available for such consulting services at the conclusion of such
six (6) month period, he may, by providing written notice to the Chief Executive
Officer prior to the conclusion of such period, request an extension of up to
six (6) months (provided that all payments shall be made before March 15, 2008),
for which the Company will pay Xx. Xxxxx a fee of $7,500 per month for
assistance to be provided by telephone or through electronic means.
4. COVENANTS OF XX. XXXXX. Xx. Xxxxx expressly acknowledges and agrees to
the following:
(a) that by the Separation Date Xx. Xxxxx will have returned to the
Company all Company documents (and any copies thereof in whatever format) and
any Company property, including but not limited to, any keys or access badges to
the Company facilities and credit cards issued by the Company, and that Xx.
Xxxxx shall abide by any and all common law
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[*] DENOTES EXPURGATED INFORMATION
and/or statutory obligations relating to protection and non-disclosure of the
Company's trade secrets and/or confidential and proprietary documents and
information;
(b) that all information relating in any way to the negotiation of
this Agreement, including the terms and amount of financial consideration
provided for in this Agreement, shall be held confidential by Xx. Xxxxx and
shall not be publicized or disclosed to any person (other than an immediate
family member, legal counsel or financial advisor, provided that any such
individual to whom disclosure is made agrees to be bound by these
confidentiality obligations), business entity or government agency, except as
may be required in response to a lawful subpoena, or as may be required by state
or federal law;
(c) that Xx. Xxxxx will not reveal to any person, association or
company any trade secrets or confidential information of the Company, except as
may be required by the law to be disclosed, provided that Xx. Xxxxx use his best
efforts to notify the Company orally and in writing before making any such
intended disclosure;
(d) that Xx. Xxxxx will keep secret all such matters that have been
entrusted to Xx. Xxxxx and shall not use or attempt to use any such information
in any manner which may injure or cause loss to the Company, whether directly or
indirectly;
(e) that Xx. Xxxxx will not make any statements that are
professionally, commercially or personally disparaging about, or adverse to, the
interests of the Company (including its officers, directors and employees)
including, but not limited to, any statements that disparage any person,
product, service, finances, financial condition, capability or any other aspect
of the business of the Company, and that Xx. Xxxxx will not engage in any
conduct which is intended to harm professionally, commercially or personally the
reputation of the Company (including its officers, directors and employees)
except as may be required in response to a lawful subpoena or legal process;
(f) that Xx. Xxxxx confirms his obligations contained in the
Employment Agreement previously executed by him, a copy of which is attached
hereto as Exhibit B and is incorporated herein and made a part hereof. The
period covered by the covenant not to compete shall commence as of the
Separation Date; and
(g) that the violation of any of the foregoing covenants by Xx. Xxxxx
would constitute a material breach of this Agreement which would entitle the
Company to recover some or all consideration paid or benefits provided pursuant
to paragraphs 2 or 3 hereof, as well as attorney's fees and other costs of suit
sustained by it in recovering such consideration or benefits, and to be
indemnified by Xx. Xxxxx for such attorney's fees and costs. Xx. Xxxxx
acknowledges that any breach of his obligations hereunder shall cause
irreparable harm to the Company for which there is no adequate remedy at law,
and that the Company, in its sole discretion, in addition to any other remedies
available to it, may bring an action or actions for injunctive relief, specific
performance, or both, and have entered a temporary restraining order,
preliminary or permanent injunction, or order compelling specific performance
and, if successful, recover the costs and attorneys' fees incurred by it in such
action from Xx. Xxxxx.
5. COVENANTS OF THE COMPANY. Provided Xx. Xxxxx executes this Agreement,
does not rescind his assent to it complies with the terms of this Agreement,
Boston Beer agrees that:
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[*] DENOTES EXPURGATED INFORMATION
(a) the Company, by its directors and executive officers, on their own
behalf, or on behalf of the Company, will not make any statements that are
professionally, commercially or personally disparaging about Xx. Xxxxx, or are
adverse to Xx. Xxxxx'x interests to any person outside of the Company; provided,
however, that the foregoing restrictions shall not apply to statements made in
response to a lawful subpoena or which may be required pursuant to state or
federal law; and
(b) all information relating in any way to the negotiation of this
Agreement, including the terms and amount of financial consideration provided
for in this Agreement, shall be held confidential by the executive officers of
the Company, and shall not be publicized or disclosed to any person (other than
legal counsel or employees with a need to know, provided that any such
individual to whom disclosure is made agrees to be bound by these
confidentiality obligations), except as may be required in response to a lawful
subpoena, or as may be required by state or federal law, or in connection with
the Company's SEC filings; and
(c) a violation of any of the foregoing covenants of the Company would
constitute a material breach of this Agreement which would entitle Xx. Xxxxx to
recover attorney's fees and other costs of suit sustained by him in recovering
damages resulting from such material breach.
6. GENERAL RELEASE OF CLAIMS BY XX. XXXXX.
(a) Xx. Xxxxx hereby acknowledges and agrees that by signing this
Agreement and accepting any part of the consideration to be provided to him as
set forth herein, Xx. Xxxxx is waiving his right to assert any form of legal
claim against the Company whatsoever for any alleged action, inaction or
circumstance existing or arising from the beginning of time through the
Effective Date (the "Claim" or "Claims"). Xx. Xxxxx'x waiver and release herein
is intended to bar any form of legalClaim, charge, complaint or any other form
of action against the Company seeking any form of relief including, without
limitation, equitable relief (whether declaratory, injunctive or otherwise), the
recovery of any damages or any other form of monetary recovery whatsoever
(including, without limitation, back pay, front pay, compensatory damages,
emotional distress damages, punitive damages, attorneys fees and any other
costs) against the Company, for any alleged action, inaction or circumstance
existing or arising through the Effective Date.
(b) Without limiting the foregoing general waiver and release, Xx.
Xxxxx specifically waives and releases the Company from any Claim arising from
or related to Xx. Xxxxx'x employment relationship with the Company or the
termination of his employment, including, without limitation:
(i) Claims under any state or federal discrimination, fair
employment practices or other employment related statute, regulation or
executive order (as they may have been amended through the Effective Date)
prohibiting discrimination or harassment based upon any protected status
including, without limitation, race, national origin, age, gender, marital
status, disability, veteran status or sexual orientation. Without limitation,
specifically included in this paragraph are any Claims arising under the federal
Age Discrimination in Employment Act, the Older Workers Benefit Protection Act,
the Civil Rights Acts of 1866 and 1871, Title VII of the Civil Rights Act of
1964, the Civil Rights Act of 1991, the Equal Pay Act, the Americans With
Disabilities Act, Massachusetts General Laws Chapter 151B, and any similar
Massachusetts or other state statute;
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[*] DENOTES EXPURGATED INFORMATION
(ii) Claims under any other state or federal employment related
statute, regulation or executive order (as they may have been amended through
the Effective Date) relating to wages, hours or any other terms and conditions
of employment. Without limitation, specifically included in this paragraph are
any Claims arising under the Fair Labor Standards Act, the Family and Medical
Leave Act of 1993, the National Labor Relations Act, the Employee Retirement
Income Security Act of 1974, the Consolidated Omnibus Budget Reconciliation Act
of 1985 (COBRA) and any similar Massachusetts, or other state statute;
(iii) Claims under any state or federal common law theory
including, without limitation, wrongful discharge, breach of express or implied
contract, promissory estoppel, unjust enrichment, breach of a covenant of good
faith and fair dealing, violation of public policy, defamation, interference
with contractual relations, intentional or negligent infliction of emotional
distress, invasion of privacy, misrepresentation, deceit, fraud or negligence;
and
(iv) Any other Claim arising under state or federal law.
(c) Notwithstanding the foregoing, this section does not release the
Company from (i) any obligation expressly set forth in this Agreement; (ii) any
right to indemnification to which Xx. Xxxxx may be entitled under the Company's
Articles of Organization or By-laws; or (iii) any right to reimbursement for
business expenses incurred prior to the Separation Date in accordance with
Company policy.
7. LIMITED RELEASE BY THE COMPANY. The Company hereby releases, waives and
discharges Xx. Xxxxx from any and all causes of action or claims which relate to
good faith acts of commission or omission by Xx. Xxxxx during the course of Xx.
Xxxxx'x employment by the Company undertaken or not undertaken in the reasonable
belief that such acts or omissions were in the best interest of the Company.
Nothing in the preceding sentence shall be construed to release any causes of
action or claims which may exist arising out of Xx. Xxxxx'x violation of any
state or federal laws or regulations. The Company represents and warrants that,
at the date hereof, the Company knows of no claims or causes of action arising
out of the performance of Xx. Xxxxx'x duties as Boston Beer's Chief Operating
Officer.
8. RESCISSION. It is the Company's desire and intent to make certain that
Xx. Xxxxx fully understands the provisions of this Agreement. To that end, Xx.
Xxxxx has been advised, and has been given the opportunity, to consult with
legal counsel for the purpose of reviewing the terms of this Agreement. The
Company is providing Xx. Xxxxx with twenty-one (21) days in which to consider
and accept the terms of this Agreement by signing below and returning it to the
Company. In addition, Xx. Xxxxx may rescind his assent to this Agreement if,
within seven (7) days after he signs this Agreement, he delivers a notice of
rescission to Xxxxxx Xxxxx, the Company's Chief Executive Officer. To be
effective, such rescission must be hand delivered or postmarked within the seven
(7) day period and sent by certified mail, return receipt requested, or by a
nationally-recognized overnight delivery service, to Xx. Xxxxx at the Company's
principal offices in Boston, Massachusetts as set forth above. This Agreement
shall not be effective until such seven (7) day period has expired (the
"Effective Date"), and therefore Xx. Xxxxx shall not receive the Severance
Payment or other consideration until, at the earliest, fourteen (14) days
following his execution of this Agreement.
9. SUCCESSORS AND ASSIGNS. This Agreement shall inure to the benefit and be
binding upon Xx. Xxxxx and the Company and their respective heirs, personal
representatives,
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[*] DENOTES EXPURGATED INFORMATION
successors and assigns. In the event of Xx. Xxxxx'x death, any remaining
Severance Payment shall continue to be paid to Xx. Xxxxx'x estate.
10. VOLUNTARY AGREEMENT. By executing this Agreement, Xx. Xxxxx is
acknowledging that he has been afforded sufficient time to understand the terms
and effects of this Agreement, that his agreements and obligations hereunder are
made voluntarily, knowingly and without duress, and that neither the Company nor
its agents or representatives have made any representations to Xx. Xxxxx
inconsistent with the provisions of this Agreement or on which Xx. Xxxxx have
relied in executing this Agreement, except as expressly set forth herein.
11. ENTIRE AGREEMENT/CHOICE OF LAW/ENFORCEMENT. Xx. Xxxxx acknowledges and
agrees that this Agreement supersedes any and all prior and contemporaneous oral
and/or written agreements between Xx. Xxxxx and the Company, and sets forth the
entire agreement between Xx. Xxxxx and the Company. No variations or
modifications hereof shall be deemed valid unless reduced to writing and signed
by the parties hereto. This Agreement shall be deemed to have been made in
Massachusetts, shall take effect as an instrument under seal within
Massachusetts, and shall be governed by and construed in accordance with the
laws of Massachusetts, without giving effect to conflict of law principles. Xx.
Xxxxx agrees that any action, demand, claim or counterclaim relating to the
terms and provisions of this Agreement, or to its breach, shall be commenced in
Massachusetts in a court of competent jurisdiction, and Xx. Xxxxx further
acknowledges that venue for such actions shall lie exclusively in Massachusetts.
The provisions of this Agreement are severable, and if for any reason any part
hereof shall be found to be unenforceable, the remaining provisions shall be
enforced in full.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands and seals
as of the dates set forth below.
/s/ Xxxxxxxx X. Xxxx /s/ Xxxxxxx X. Xxxxx
------------------------------------- ----------------------------------------
Witness Xxxxxxx X. Xxxxx
Date: February 2, 2007
THE BOSTON BEER COMPANY, INC., for
itself, its subsidiaries and affiliates
/s/ Xxxxxxxx X. Xxxx By: /s/ Xxxxxx X. Xxxxx
------------------------------------- ------------------------------------
Witness Authorized Signatory
Date: February 5, 2007
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[*] DENOTES EXPURGATED INFORMATION
EXHIBIT A
Special Tasks
Xx. Xxxxx will use appropriate efforts to assist in completion of the following
tasks as requested by Xx. Xxxx, Xx. Xxxxx or Xx. Xxxxx.
1. Negotiation of [*]
2. Negotiation and completion of [*]
3. Negotiation and completion of [*]
4. Evaluation and negotiation of [*]
5. Evaluation, design and negotiation for [*]
6. Ongoing supervision of HR, Legal and other matters as requested.
7. Complete 2006 reviews, 2007 salary adjustments, 2006 bonus assessments
and 2007 bonus designs for [*]
8. Such other matters as may arise to ensure both a smooth transition of
responsibilities [*]
The expected bonus shall be $25,000, if appropriate efforts against these tasks
is applied.
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EMPLOYMENT AGREEMENT
AGREEMENT entered into by and between BOSTON BEER COMPANY LIMITED PARTNERSHIP, a
Massachusetts limited partnership having its principal place of business at 00
Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (the "Company"), and the
undersigned employee of the Company (the "Employee").
In consideration of the employment or continued employment of the Employee
by the Company and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Employee hereby agrees with the
Company as follows:
1. Duties. The Company hereby agrees to employ or continue to employ the
Employee in the position identified below the Employee's signature on this
Agreement, and the Employee hereby accepts such employment. For so long as he
or she is employed by the Company, the Employee shall devote himself or herself
to the affairs of the Company on a full business time basis and shall not engage
in any other business activities, which, either singly or in the aggregate,
materially interfere with his or her duties to the Company.
2. Compensation. In consideration for the performance by the Employee of
his or her duties hereunder, the Company shall pay to the Employee a base
salary, payable weekly at the current rate set forth below the Employee's
signature on this
EXHIBIT B
Agreement, and such other compensation as the Company may from time to time
determine, which the Employee agrees to accept in full satisfaction for his or
her services. The Employee shall also be entitled to participate in any employee
incentive compensation program (an "Incentive Plan"), adopted from time to time
by the Company for its employees generally.
3. Proprietary Information. The Employee hereby acknowledges that the
techniques, recipes, formulas, programs, processes, designs and production,
distribution, business and marketing methods, manuals, training methods and
materials used and to be used by the Company are of a confidential and secret
character, of great value and proprietary to the Company. The Company shall give
or continue to give the Employee access to the foregoing categories or
confidential and secret information and the trade secrets of its customers
(collectively, "Proprietary Information"), so long as the Employee continues to
provide services to the Company, and permit the Employee to work thereon and
become familiar therewith to whatever extent the Company in its sole discretion
determines. The Employee agrees that, without the prior written consent of the
Company, he or she shall not, during his or her employment by the Company or at
any time thereafter, divulge to anyone or use to his or her benefit any
Proprietary Information, unless such Proprietary Information shall be in the
public domain in a reasonably integrated form through no fault of the Employee.
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The Employee further agrees to take all reasonable precautions to protect from
loss or disclosure all documents supplied to the Employee by the Company and all
documents, notebooks, materials and other data relating to any work performed by
the Employee or others relating to the Proprietary Information, and upon
termination for whatever reason of the Employee's employment with the Company,
to deliver these documents, notebooks, materials and data forthwith to the
Company.
4. Covenant Not-to-Compete. In specific consideration for his or her
eligibility to participate in an Incentive Plan, the Employee hereby agrees to
be bound by the provisions of this Section 4. During the period commencing on
the date hereof and continuing until the expiration of one (1) year from the
date on which the Employee last receives compensation in any form from the
Company, the Employee shall not, without the prior written consent of the
Company, which consent the Company may grant or withhold in its sole discretion,
engage, directly or indirectly, for his or her own account or the account of
others, as an employee, consultant, partner, officer, director or stockholder
(other than a holder of less than five percent (5%) of the issued and
outstanding stock or other equity securities of an issuer whose securities are
publicly traded), or otherwise, in the importing, production, marketing or
distribution to distributors of any beer or ale brewed outside of the United
States which is imported into the United States
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or any American beer or ale having a wholesale price within twenty percent (20%)
of the wholesale price of any of the Company's products.
5. Remedy for Breach. The Employee expressly recognizes that any breach of
this Agreement by him or her is likely to result in irreparable injury to the
Company and agrees that, in addition to any other rights or remedies which the
Company may have, the Company shall be entitled, if it so elects to institute
and prosecute proceedings in any court of competent jurisdiction, either in law
or in equity, to obtain damages for any breach of this Agreement; to enforce the
specific performance of this Agreement by the Employee; and to enjoin the
Employee from activities in violation of this Agreement.
6. Entire Agreement; Modification. This instrument contains the entire
Agreement of the Company and the Employee with respect to the subject matter
contained herein and may be altered, amended or superseded only by an agreement
in writing, signed by both parties or the party against whom enforcement of any
waiver, change, modification, extension or discharge is sought. No action or
course of conduct shall constitute a waiver of any of the terms and conditions
of this Agreement, unless such waiver is specified in writing, and then only to
the extent so specified. A waiver of any of the terms and conditions of this
Agreement on one occasion shall not constitute a waiver of the other terms and
conditions of this
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Agreement, or of such terms and conditions, on any other occasion.
7. Severability. The Employee and the Company hereby expressly agree that
the provisions of this Agreement are severable and, in the event that any court
of competent jurisdiction shall determine that any provision or covenant herein
contained is invalid, in whole or in part, the remaining provisions shall remain
in full force and effect and any such provision or covenant shall nevertheless
be enforceable as to the balance thereof.
8. Binding Effect; Benefit. This Agreement shall be binding upon the
Employee, without regard to the duration of his or her employment by the Company
or the reasons for the cessation of such employment, and upon his or her
administrators, executors, heirs, and assigns, and shall inure to the benefit of
the Company and its affiliates and subsidiaries, and its and their successors
and assigns.
9. Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be considered and have the force and effect of an original.
10. Governing Law. The validity, interpretation and performance of this
Agreement shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed on its behalf and the Employee has hereunto set his or her hand and
seal, all as of the date first above written.
BOSTON BEER COMPANY LIMITED
PARTNERSHIP
By: /s/ Xxxxxx X. Xxxxxx, Xx.
------------------------------------
/s/ Xxxxxxx Xxxxx
----------------------------------------
Signature of Employee
XXXXXXX XXXXX
Name of Employee
OPERATIONS MANAGER
Position
$57,500
Current Pay Rate
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