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EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT | Document Parties: TARPON INDUSTRIES, INC. You are currently viewing:
This Employee Retention Agreement involves

TARPON INDUSTRIES, INC.

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Title: EMPLOYMENT AGREEMENT
Governing Law: Michigan     Date: 11/26/2007
Industry: Constr. - Supplies and Fixtures     Sector: Capital Goods

EMPLOYMENT AGREEMENT, Parties: tarpon industries  inc.
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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.

<PAGE>

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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<PAGE>

(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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<PAGE>

(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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<PAGE>

5. Effects of Termination

(a) If Employee's employment under this Agreement is terminated pursuant to

Sections 4 (a


 
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