EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of March 8, 1999 (the "Employment Date"), by and between
Metrotrans Corporation, a corporation organized and existing under the laws
of the State of Georgia (hereinafter referred to as "Company"), and ▇▇▇▇▇ ▇.
▇▇▇▇▇▇, an individual resident of the State of Georgia (hereinafter referred
to as "▇▇▇▇▇▇").
For an in consideration of the mutual covenants and promises contained
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and accepted, the parties
hereto, intending to be legally bound, agree as follows:
1. Employment. Company hereby agrees to employ ▇▇▇▇▇▇ in the position
of Interim Chief Executive Officer of Company, and ▇▇▇▇▇▇ accepts such
employment, all subject to the terms and conditions hereinafter set forth in
this Agreement.
2. Employment Term. The term of this Agreement shall begin on the
Employment Date and shall end ninety (90) days after such date (the "Term").
The Term may be extended by mutual agreement.
3. Duties of ▇▇▇▇▇▇. ▇▇▇▇▇▇'▇ hiring for the purposes specified herein
was approved by the Board of Directors in March 1999. ▇▇▇▇▇▇ shall manage
and operate Company as Interim Chief Executive Officer pursuant to the By-
Laws of Company and in accordance with the contractual obligations of the
Company as they existed on the Employment Date. ▇▇▇▇▇▇'▇ duties may include
assistance to the Company in seeking new or additional financing of all
types, and ▇▇▇▇▇▇ shall keep the Executive Committee of the Board of
Directors aware of his discussions concerning same. If ▇▇▇▇▇▇'▇ authority as
it exists on the Employment Date is changed without his prior written consent
so as to materially diminish his authority or so as to remove authority or
responsibilities customarily commensurate with the authorities and
responsibilities of a chief executive officer of similar corporations, then
▇▇▇▇▇▇ at his election may resign, and such resignation shall be deemed to be
a termination by Company pursuant to Section 7.2 hereof.
4. Base Compensation of ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall receive Base Compensation
for the Term of One Hundred Twenty-Five Thousand Dollars ($125,000), payable
as follows: (a) Twenty-Five Thousand Dollars ($25,000) shall be payable on
April 16, 1999; (b) Seventy-Thousand Dollars ($70,000) shall be payable in
weekly payments of Ten Thousand Dollars ($10,000) each, payable on each of
the following dates: April 23, April 30, May 7, May 14, May 21, May 28, and
June 4, 1999; and (c) Thirty Thousand Dollars ($30,000) shall be payable on
June 12, 1999. If the Term is extended, ▇▇▇▇▇▇ shall receive Base
Compensation during the extended Term at the rate of Ten Thousand Five
Hundred Dollars ($10,500) per week for the term of the extension. Company,
in its sole discretion, may increase the amount of compensation provided in
this section without the necessity of amending this Agreement, but Company
shall not decrease the Base Compensation at any time during the term of this
Agreement without the prior written consent of ▇▇▇▇▇▇. Any increase shall
not affect any of the other terms and conditions of this Agreement.
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5. Business Related Expenses. Upon ▇▇▇▇▇▇'▇ presentation in accordance
with Company policies of itemized accounts of his expenditures relating to
the performance of his duties hereunder, Company shall promptly reimburse
▇▇▇▇▇▇ for all reasonable and necessary travel expenses and other
disbursements incurred by ▇▇▇▇▇▇ for, and on behalf of Company in the
performance of his duties under this Agreement. Travel expenses shall not
include travel to and from the Company offices in Griffin, Georgia.
6. Additional Benefits.
6.1 Benefits Generally. ▇▇▇▇▇▇ shall be eligible to participate in all
executive benefits, bonus and similar programs of Company maintained by
Company from time to time for the benefit of its executives, except that
▇▇▇▇▇▇ shall not, at his request, participate in any medical, health, or
dental benefit plan maintained by the Company. ▇▇▇▇▇▇ shall continue to
maintain his own medical, health or dental benefit plan and Company shall
reimburse ▇▇▇▇▇▇ an amount equal to the cost it would pay or incur if the
Company provided ▇▇▇▇▇▇ will all medical, health and dental benefits and
coverage the Company maintains for its executives. Company may change,
alter, or modify any benefits or benefit programs from time to time, provided
▇▇▇▇▇▇ continues to receive benefits equivalent to those received by members
of Company's senior management and continues to be reimbursed for the full
cost of his medical, health and dental plan. Any compensation received by
▇▇▇▇▇▇ pursuant to any benefit programs shall be in addition to the
compensation described elsewhere in this Agreement.
6.2 Insurance Benefits. Company shall provide for ▇▇▇▇▇▇ and his
dependents life and disability coverage in keeping with the insurance
benefits provided to other members of Company's senior management and on the
same expense sharing basis as other members of Company's senior management;
but Company shall not provide any medical, dental and health insurance, other
than reimbursement of ▇▇▇▇▇▇ for his medical, health and dental insurance as
set forth in Section 6.1.
6.3 Vacations. ▇▇▇▇▇▇ will not participate in the Company's vacation
program but he will be entitled to arrange his work schedule around, and to
have time off for, family commitments, charitable and civic commitments, and
other reasonable personal and medical commitments.
6.4 Other Fringe Benefits. ▇▇▇▇▇▇ shall also be entitled to any other
fringe benefits, including regular holiday and personal days, that are
normally available to members of Company's senior management.
7. Termination.
7.1 Termination by ▇▇▇▇▇▇. ▇▇▇▇▇▇ shall be entitled to terminate this
Agreement at any time upon not less than five (5) days written notice, in
which event ▇▇▇▇▇▇ shall continue to perform his duties and shall be paid all
compensation and benefits pro-rated to an including the date of termination
as specified in the notice.
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7.2 Termination by the Company. Company shall be entitled to terminate
this Agreement, without cause, upon not less than five (5) days written
notice, in which event ▇▇▇▇▇▇ shall continue to perform his duties through
the date of termination specified in the notice and the Company shall pay to
▇▇▇▇▇▇: (1) any and all accrued compensation due under this Agreement pro-
rated to, and including the date of termination; (2) insurance benefits and
reimbursement as set forth in Section 6 hereof through the date of
termination; and (3) any and all other benefits that would be due to the date
of termination as specified in the notice.
8. Indemnification and Liability Insurance.
8.1 Company shall indemnify ▇▇▇▇▇▇ to the fullest extent permitted by
Company's Articles of Incorporation, By-Laws and applicable federal or state
laws for all amounts (including, without limitation, judgments, fines,
settlement payments, expenses and reasonable attorney's fees) incurred or
paid by ▇▇▇▇▇▇ in connection with any action, suit, investigation or
proceeding arising out of or relating to the performance by ▇▇▇▇▇▇ of
services for, or any action by ▇▇▇▇▇▇ in any capacity for or on behalf of the
Company, any subsidiary of Company or any other person or enterprise at
Company's request. Expenses, including (but not limited to) reasonable
attorneys' fees and disbursements, incurred in defending any action, suit,
investigation or proceeding, for which ▇▇▇▇▇▇ may be entitled to
indemnification under this Section 8.1 upon final disposition of such action,
shall be paid by the Company monthly and in advance of the final disposition,
to the maximum extent permitted by applicable laws and regulations; provided,
however, that prior to making any such payments Company shall receive an
undertaking by or on behalf of ▇▇▇▇▇▇ to repay such amounts if it shall
ultimately be determined that he is not entitled to indemnification. The
parties acknowledge and agree that when used in this Agreement, "reasonable
attorney's fees" shall be deemed to mean the normal billing rates of counsel
of ▇▇▇▇▇▇'▇ choice. The parties further agree that Company's obligations
hereunder shall survive the termination of this Agreement (whether such
termination is by ▇▇▇▇▇▇ or by the Company and whether with cause or without
cause).
8.2 Company will maintain in effect its Officers' and Directors'
Liability policy and shall add ▇▇▇▇▇▇ as a named insured thereunder. Company
shall maintain the policy at its present limits or greater for the term of
this Agreement plus whatever extensions are necessary to provide full
coverage of ▇▇▇▇▇▇. If Company fails to maintain such coverage, then ▇▇▇▇▇▇
at his election may resign, and such resignation shall be deemed to be a
termination by Company pursuant to Section 7.2 hereof.
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9. Post-Termination Services. If, after the expiration of the Term or
any extensions thereof, ▇▇▇▇▇▇ is called upon to appear as a witness in any
judicial, administrative, or other proceeding (whether at the request of the
Company or of any other entity) in which the Company is involved, which
relates to his employment by the Company, or which it relates to information
acquired by ▇▇▇▇▇▇ in the course of his duties, then: (a) the Company shall
pay ▇▇▇▇▇▇'▇ reasonable costs in connection with any such appearance and
shall pay ▇▇▇▇▇▇ $250 per hour for his time spent in responding to any such
request, preparing for any such appearance, and appearing in any such
proceeding; and (b) the Company shall pay ▇▇▇▇▇▇'▇ reasonable attorney's fees
and expenses incurred in connection therewith. For purposes of this
provision, "reasonable attorney's fees" means the normal billing rates of
counsel of ▇▇▇▇▇▇'▇ choice.
10. Miscellaneous.
10.1 Governing Law. This Agreement is made in the State of Georgia and
shall be construed and enforced in accordance with the laws of that state,
except to the extent that federal law applies. The parties agree that any
action brought hereunder shall be brought in the appropriate court having
jurisdiction in Spalding County, Georgia or any federal court in Georgia
having jurisdiction.
10.2 Attorneys' Fees and Costs. Company shall pay ▇▇▇▇▇▇'▇ reasonable
attorney's fees and cost incurred in connection with this employment
agreement, including such fees and costs not to exceed $2,500 incurred in
connection with preparing and negotiating the terms of this Agreement.
▇▇▇▇▇▇ shall not, under any circumstances, be responsible for payment of any
attorneys' fees or costs of the Company.
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