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Exhibit 10.29
RENT-WAY, INC.
EMPLOYMENT AGREEMENT
This agreement is made as of January 7, 2000, and has been entered into
between Rent- Way, Inc., a Pennsylvania corporation with its principal offices
at Xxx XxxxXxx Xxxxx, Xxxx, Xxxxxxxxxxxx 00000 (the "Employer" or "Company"),
and XXXXXXX X. XXXXXXXXX (the "Employee").
WHEREAS, the Company desires to employ the Employee on the terms and
conditions set forth herein; and
WHEREAS, the Employee desires to be employed by the Company on the
terms and conditions set forth herein;
NOW THEREFORE, the Company and the Employee agree as follows:
1. EMPLOYMENT. The Company hereby employs the Employee, and the
Employee hereby accepts continue employment, upon the terms
and conditions hereinafter set forth.
2. TERM. Subject to the provisions of termination as hereinafter
provided, the term of this Agreement shall begin on February
1, 2000 and shall terminate on February 1, 2003 (being three
years after the commencement date); provided, however, that
commencing on the date which is one year prior to the date of
termination, and on each anniversary of such date (such date
and the date of each anniversary thereof being a "Renewal
Date"), the term shall automatically be extended so to
terminate two (2) years from such Renewal Date, unless at
least sixty (60) days prior to such Renewal Date either party
hereto gives notice to the other that the term shall not be so
extended.
3. POSITION AND DUTIES. During the term of this Agreement, the
Employee shall serve as a Vice-President and Chief Financial
Officer of the Company with at least such statutory duties and
responsibilities as exist as of the date hereof and with such
duties and responsibilities as may be provided in the By-Laws
of the Company. The place of employment shall be at the
principal executive offices of the Company in Erie,
Pennsylvania. The Employee agrees to devote all of his
business time, skill, attention and best efforts during normal
business hours to the business of the Company and to the
extent necessary to discharge the responsibilities assigned
during the term of employment hereunder, except for service on
other corporation, civic or charitable boards or committees
not significantly interfering with the Employee's duties
hereunder and usual, ordinary and customary periods of
vacation.
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4. COMPENSATION.
(a) Base Salary. For all services rendered by Employee
under this Agreement, the Company shall pay a base
salary of $190,000 per year during the first year of
the Agreement. The Employee will receive annual
salary increases for the second and the third years
of the Agreement equivalent to 4% of the base salary.
Commencing the fourth year of the Agreement (if
extended in accordance with paragraph 2 herein), the
Employee's salary will be increased to reflect the
percentage increase in the Consumer Price Index for
Western Pennsylvania (the "CPI") for the most
recently completed year. Upon issuance of the CPI for
the Western Pennsylvania region, Employee's Base
Salary will be increased retroactively to January of
the year following the year for which the CPI is
issued. The Employee's salary will be paid in
installments in conformity with the regular payroll
practices of the Company. The Employee's salary shall
also be reviewed annually by the Compensation
Committee of the Board of Directors of the Company
and may be increased on the basis of individual and
corporate performance, by criteria and standards
determined by the Compensation Committee. Any
increase in Salary or other compensation shall in no
way limit or reduce any other obligation of the
Company to the Employee, and once established, and
the Employee's increased Base Salary shall not
thereafter be reduced.
(b) Incentive Compensation: Bonuses. In addition to the
Base Salary, the Employee shall be entitled to (i)
participate in such incentive plans (including the
right to defer such bonus) made available by the
Company to its executives and key employees and (ii)
to receive such additional bonus or discretionary
compensation payments as the Board of Directors of
the Company or the Compensation Committee may
determine from time to time. Incentive plan
participation and additional bonus or discretionary
compensation payment shall be reviewed annually by
the Compensation Committee of the Board of Directors
and shall be awarded on the basis of corporate
performance, by criteria and standards established by
the Board of Directors of the Compensation Committee
of the Board, in their sole discretion.
(c) Expenses. During the term of employment hereunder,
the Employee shall be entitled to receive prompt
reimbursement for all reasonable expenses incurred in
accordance with the policies and procedures of the
Company, as may be in force from time to time.
(d) Benefits. During the term of employment, the Employee
shall be entitled to receive a package of benefits
that includes all of the programs, plans and
perquisites currently provided by the Company to its
employees, as long as such programs, plans and
perquisites are continued by the Company.
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5. TERMINATION.
(a) Termination for Disability. In the event that
Employee shall have been prevented from substantially
rendering the services required under this Agreement
by reason of his disability (as confirmed by medical
authority satisfactory to the Company and Social
Security guidelines) for a period of six (6)
consecutive months (or 180 days), the Company shall
have the right to terminate this Agreement upon
thirty (30) days written notice, provided such
disability continues during said notice period.
(b) Termination for Employee's Breach. The Company shall
have the right to terminate this Agreement and the
employment hereunder if Employee violates his
responsibilities under paragraph 3 of this Agreement
and such violation continues after the Employee's
having received notice of such violation and thirty
(30) days to cure such violation(s) to the
satisfaction of the Company's Board of Directors. The
Company may immediately terminate this Agreement upon
(i) determination by the Company's Board of Directors
that Employee has willfully defaulted on a material
obligation of this Agreement, (ii) determination by
the Company's Board of Directors that there has been
a defalcation of the Company's funds by the Employee,
(iii) conviction of Employee on a felony charge or
conviction of a misdemeanor which impairs the
Employee's ability to substantially perform his
duties with the Company, or (iv) determination by the
Company's Board of Directors that the Employee has
had unauthorized discussions of the Company's
business activities or improperly disclosed trade
secrets or confidential information concerning the
Company's business activities or proposed business
activities. At such time as the Company's Board of
Directors addresses such charges, the Employee may
submit a written statement regarding such claims and
present a defense against such claims.
(c) Termination for Employer's Breach. Employee shall
have the right to terminate this Agreement if the
Company materially breaches any of the provisions
hereof and such breach is not cured within thirty
(30) days after the Company has received written
notice from the Employee. In such event, or in the
event of a wrongful termination of the Employee, all
moneys due to the Employee through the term of this
Agreement shall be paid by the Company in a lump sum
amount within thirty (30) days of the Employee's
termination, with bonuses to be paid when earned
through the remainder of the term of this Agreement.
Employee shall have no obligation to mitigate losses
or damages incurred as a result of such termination.
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(d) Termination by Death. If employment terminates by
reason of the Employee's death, the Company will pay
the Employee's estate a lump sum payment equivalent
to six (6) months salary; other benefits will be
determined in accordance with the company's
survivor's benefits, insurance and other applicable
programs and plans, then in effect.
6. CONFIDENTIAL AND PROPRIETARY INFORMATION. Employee agrees to
keep secret all confidential information, trade secrets or
proprietary information acquired by the Employee during his
employment concerning the business and affairs of the Company
(the "Information") and further agrees for a period of one (1)
year after the termination of his employment, for any reason,
not to disclose any such Information to any person, firm or
corporation other than that as directed by the Employer,
unless and until such Information becomes known outside of the
Company (other than through a violation by the Employee of his
obligations hereunder). Employee agrees, upon the Company's
request, to execute a confidential non-disclosure agreement,
if requested.
7. MISCELLANEOUS PROVISIONS.
(a) Successors. The Company will require any successor
(whether direct or indirect, by purchase, merger,
consolidation or otherwise) to all or substantially
all of the business and/or assets of the Company to
expressly assume and agree to perform this Agreement
in the same manner and to the same extent that the
Company would be required to perform if no such
succession had taken place. Failure of the Company to
obtain such assumption and agreement prior to the
effectiveness of any such succession shall be a
breach of this Agreement and shall entitle the
Employee to compensation from the Company in the same
amount and on the same terms as the Employee is
entitled to hereunder if the Employee terminated his
employment for good cause.
(b) Binding Agreement. This Agreement shall inure to the
benefit of and be enforceable by the Employee's
personal or legal representatives, executors,
administrators, successors, heirs, distributees,
devises and legatees. If the Employee should die
while any amount would still be payable to the
Employee hereunder if the Employee had continued to
live, all such amounts, unless otherwise provided
herein, shall be paid in accordance with the terms of
this Agreement, to the employee's devisee, legatee or
other designee, or, if there is not such designee, to
the Employee's estate.
(c) Notices and Communications. All notices and
communications hereunder shall be in writing and
shall be hand delivered or sent postage prepaid by
registered certified mail, return receipt requested,
to the addresses first
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written or to such other address of which notice
shall have been given in the manner herein provided.
(d) Entire Agreement: Non-Assignment. This Agreement may
not be modified, amended, changed or discharged,
except by writing signed by the parties hereto, and
then only to the extent set forth in the writing.
This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and any administrator,
executor and successor of the Company. This Agreement
may not be assigned by either of the parties without
the prior written consent of the other party.
(e) Legal Expenses. All legal fees and expenses incurred
by the Employee in attempts to receive the benefits
granted hereunder or to enforce this Agreement or any
of its terms will be paid by the Company providing
that Employee's claims are not dismissed in a summary
proceeding.
IN WITNESS WHEREOF, the parties have executed this Employment Agreement
to be effective as of the day and the year first written above.
EMPLOYEE: RENT-WAY, INC.
/s/ Xxxxxxx XxXxxxxxx /s/ Xxxxxxx X. Xxxxxxxxxxx
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(Authorized Officer)
