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EMPLOYMENT AGREEMENT
This Employment Agreement is entered into as of November 20,
2007, between
Tarpon Industries, Inc., a Michigan corporation (the "Company"),
and Joseph T.
Lendo ("Employee").
In consideration of the mutual covenants contained in this
Agreement, the
Company and Employee agree as follows:
1. Employment.
During the term of this Agreement (as defined in Sections 2 and
4), the
Company shall employ Employee, and Employee hereby accepts such
employment by
the Company in accordance with the terms and conditions set
forth in this
Agreement.
(a) Position and Duties. Employee will serve as Chief Financial
Officer of
the Company, or in such other position with the Company, as the
Board of
Directors of the Company will, from time to time, specify.
Employee shall
perform all duties, services and responsibilities and have such
authority and
powers for, and on behalf of the Company as are customary and
appropriate for
such position and as are established from time to time by, or in
accordance with
procedures established by the Company's Chief Executive Officer
or Board of
Directors.
(b) Performance. Employee will perform the duties called for
under this
Agreement to the best of his ability and shall devote all of his
business time,
energies, efforts and skill to such duties during the term of
his employment and
shall not accept employment with any other employer or business
or engage in any
other business of any nature whatsoever, in any capacity
whatsoever, unless
approved in writing in advance by the Chief Executive Officer or
Board of
Directors of the Company as applicable. Employee shall be based
in the vicinity
of Marysville, Michigan area and perform duties in the State of
Michigan except
for travel incidental to the performance of his duties for the
Company and under
this Agreement.
2. Term.
The term of Employee's employment under this Agreement will
begin on the
date of this Agreement and shall continue for two years, unless
earlier
terminated pursuant to Section 4.
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3. Compensation, Expenses and Benefits.
As full compensation for Employee's performance of his duties
pursuant to
this Agreement, the Company shall pay Employee during the term
of this
Agreement, and Employee will accept as full payment for such
performance, the
following aggregate amounts and benefits:
(a) Salary. As salary for Employee's services to be rendered
under this
Agreement, the Company shall pay Employee an aggregate annual
salary
of $165,000.00 (the "Base Salary"). The Base Salary will be
increased
to $180,000.00 upon successful completion of the secondary
equity
raise in the amount of $6 million minimum, and when the
Tarpon
Industries accounting consultants fees have been reduced by a
minimum
of fifty percent.
(b) Performance Based Bonus. In every year during the Term,
Employee shall
be eligible to participate in the Company's bonus plan, once
established, and will be eligible to receive a performance-based
bonus
of up to 25% of your base salary, based on company profit
targets and
established by the Compensation Committee of the Board of
Directors in
accordance with the terms and conditions to be determined by
the
Compensation Committee that is applicable to the Company's
executive
officers. If services are rendered for only a fraction of any
year,
the bonus for such year shall be appropriately pro-rated.
(c) Business Expenses. The Company shall pay or reimburse
Employee for all
reasonable, ordinary and necessary travel, entertainment,
meals,
lodging, and other out-of-pocket expenses incurred by Employee
in
connection with the Company's business, for which Employee
submits
appropriate receipts and which are consistent with the company
policy
or have been authorized by the Company's Board of Directors.
(d) Options.
(i) The Company will grant Employee an option to purchase
100,000
common shares, which will be issued pursuant to the
Company's
Stock Option Plan ("Option Shares"), subject to the three
year
vesting restrictions determined by the Board of Directors;
provided that the vesting of such option shall accelerate so
that
it becomes 100% exercisable immediately upon termination of
Employee's employment under this Agreement by the Company
without
cause pursuant to Section 4(d). The exercise price shall be
fair
market value of the Company's common stock as of November
20,
2007, provided that if there is no a regular trading market
on
such date, the determination of fair market value as of such
date
shall be made in good faith by the Board of Directors.
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(ii) In addition, upon consummation of a pubic offering by the
Company
of its common shares for its account, the Company will grant
Employee an additional option to purchase 50,000 common shares
on
the same terms set forth above except that: (A) the exercise
price shall be the public offering price, (B) vesting shall
be
measured from the date hereof and (C) the option shall
terminate
on the same date as the option described above.
(e) Benefits. Employee shall be eligible to participate in all
fringe
benefits, currently including major medical, disability and
dental
insurance, a 401(k) plan and other employee benefit plans,
applicable
to other similar employees of the Company when and if adopted
and made
available during the term of this Agreement to employees with
similar
periods of service, subject to any eligibility or other
requirements
for participating in such fringe benefits and to the actual
existence
of the respective plans.
(f) Vacation. Employee will be entitled to four (4) weeks of
paid vacation
time per each year of this Agreement, in accordance with the
Company's
current vacation policy. If Employee leaves the company within
the
first year of employment, Employee will not be eligible for any
unused
vacation pay.
(g) Indemnification. The Company shall, to the fullest extent
authorized
or permitted by the Michigan Business Corporation Act,
defend,
indemnify and hold Employee, his heirs, executors,
administrators and
other legal representatives, harmless from and against any and
all
claims, suits, debts, causes of action, proceedings or other
actions,
at law or in equity, including costs and reasonable attorney
fees
which any person or entity may have had, now has or may in the
future
have with respect to Employee's service to the Company as an
officer,
director, employee or agent thereof. This provision shall
survive the
termination of this agreement.
(h) Automobile, Cellular Phone. The Company shall provide
Employee with an
automobile allowance of an aggregate of $500.00 per month. The
Company
shall also provide Employee with a cellular phone and shall pay
or
reimburse Employee for all such cellular phone costs incurred
by
Employee in connection with the Company's business.
4. Termination
(a) Death. Employee's employment under this Agreement will
terminate
immediately upon Employee's death.
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(b) Disability. Employee's employment under this Agreement
shall
terminate, at the Company's option, immediately upon notice
to
Employee given after Employee's "total disability," but no
earlier
than the day after six (6) consecutive months during which
Employee
suffers from a "total disability".. "Total disability" shall
mean
Employee's physical or mental condition entitling him to
disability
benefits, after the passage of time, pursuant to the insurance
policy
or its equivalent provided by Section 3(e), assuming such
condition
continues, all, if permitted by such insurance policy or its
equivalent, as determined by a Doctor chosen by the Company and
a
Doctor chosen by the Employee, and, if necessary, a Doctor
mutually
chosen by such Doctors. Employee shall continue to receive
compensation pursuant to this Section 3 during the period prior
to
termination of Employee's employment pursuant to this Section 4
(b),
if Employee's employment is not otherwise terminated pursuant to
this
Agreement, less any disability benefits Employee receives
pursuant to
the insurance policy or its equivalent provided by Section 3 (e)
with
respect to such period. There shall be no such deduction for
disability benefits received by Employee if Employee pays the
premiums
on such disability insurance policy.
(c) With Cause. The Company shall have the right, upon written
notice
to Employee, to terminate Employee's employment under this
Agreement
for "cause." Such termination shall be effective immediately
upon
Employee's receipt of such written notice. "Cause" means
material
breach by Employee of this Agreement, any material breach by
Employee
of his fiduciary duties to the Company, material failure to
perform
his duties under this Agreement continuing for 30 days
following
written notice by the Company of such material failure, gross
neglect,
abuse of office amounting to a breach of trust, fraud, any
willful
violation of any law, rule or regulation (other than traffic
violations and similar offenses), which violation shall have
an
adverse effect upon the Company or any act of theft or
dishonesty by
Employee.
(d) Without Cause. The Company and Employee shall each have the
right,
upon written notice to each other, to terminate Employee's
employment
under this Agreement without cause. Such termination shall
be
effective 30 days after such notice is deemed given pursuant to
the
provisions set forth in this Agreement.
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5. Effects of Termination
(a) If Employee's employment under this Agreement is terminated
pursuant to
Sections 4 (a
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