Exhibit 10.1
EMPLOYMENT AGREEMENT
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AGREEMENT made
and entered into as of December __, 2007, by
and between
Integrated Consulting
Services, Inc. (the "Company"), a Kentucky
corporation
(the "Company),
and Kenneth J. Ice ("Employee").
W I T N E S S E T H
- - - - - - - - - -
WHEREAS, Employee
has entered into on
December __, 2007, a Stock Purchase
Agreement (the
"SPA") by and among the Company, Orbit
International Corp., a
Delaware corporation ("Parent"), and the respective shareholders of
the Company,
including Employee,
which SPA provides in Section 7.01 therein, for the Company
and Employee
to enter into an employment agreement; and
WHEREAS, the Company desires to enter into this Agreement with
Employee and
Employee desires
to be employed by the
Company on the terms and conditions set
forth in this Agreement.
NOW,
THEREFORE,
the parties hereto, in consideration
of the premises and
the mutual
covenants herein contained, hereby agree as follows:
1.
Term
of Employment. Subject
to the terms and conditions hereinafter
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set forth,
the Company shall
employ Employee and Employee shall be employed by
the Company,
for an employment term commencing as of the date hereof and
terminating three
years from the date
hereof unless sooner terminated pursuant
to the provisions of Paragraph 8 hereof (the "Initial Term");
provided, however,
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that this Agreement may be extended for an additional three years (the
"Extension") if
(i) Employee gives the Company written notice
requesting the
Extension at
least 30 days prior to
the end of the Initial Term (the "Extended
Term") and (ii) the Company agrees, in its sole discretion, to
accept Employee's
request for
the Extension. The Initial Term and the Extended Term shall
be
referred to
herein as the "Term." At the expiration of the Term, the
Company
shall have no further obligation to Employee, and Employee shall
have no further
obligation to
the Company except
with respect to (i) Employee's obligations to
the Company
pursuant to Paragraphs 9, 10, 11 and 15; (ii) the Company's
obligations to
Employee pursuant to Paragraphs 4-8; and, (iii) any other
obligations the
Company may have to Employee and/or Employee
may have to the
Company under
applicable
law governing the relationship of an
employer to an
employee and/or
an employee to an employer upon and following
termination of
such relationship.
2.
Scope of Employment.
During the Term, Employee shall be employed as
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President and Chief
Operating Officer of the Company with full control over the
day to day operations of the Company. Employee shall perform such duties
customarily expected
to be performed by such officer. In addition,
Employee
shall faithfully
render and perform such other reasonable executive and
managerial services
as may be assigned to him, from time
to time, by or under
the authority
of the Board of
Directors of the Company or of the Parent, or by
the Chief Executive Officer of the Company. Employee will devote his full
working time
and efforts to the
business and affairs of the Company, as now or
hereafter conducted,
and shall be at all times subject to the
direction and
control of
the Board of Directors of the Company or of
the Parent, or of the
Chief Executive
Officer of the Company. Employee shall not engage in any
other
business, profession
or occupation which would conflict or
interfere with the
rendition of
such services either directly or indirectly, or which is, or
reasonably may be,
contrary to the welfare, interest or benefit of the business
now or hereafter
conducted by the Company, without the prior written consent of
the Board of Directors of the Company or of the Parent, or of the Chief
Executive Officer
of the Company. Employee shall render such
services to the
best of his ability and shall use his best
efforts to promote the interests of
the Company.
3.
Location of Employment. Employee shall render services
primarily at
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the Company's offices that are located in Louisville, Kentucky.
During the
Term, the Company shall continue to provide Employee with an office
and staff at
the Company's Louisville offices consistent with the practice of
the Company
prior to the effective date of this Agreement. Notwithstanding the foregoing,
Employee acknowledges and agrees that Employee's duties hereunder
from
time-to-time may include such reasonable travel outside of
Louisville, Kentucky
consistent with past practices of the Company, as the performance
of Employee's
duties may require.
Employee shall not be required to relocate to any other
location.
4.
Compensation.
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(a) As full compensation for all services provided for
herein, the
Company will pay, or
cause to be paid, to Employee, and Employee will accept, a
base salary (as
increased from time to time, the "Base Salary") during the Term
at an annual rate of
$180,000, provided that as of each anniversary of the date
of this Agreement, the
Base Salary shall be increased by an amount equal to the
annual percentage
increase in the "All-Urban" consumer price index published by
the United
States Bureau of Labor
Statistics for the Louisville, Kentucky area
for the immediately preceding 12-month period (or, if
such index is no longer
published, by
an amount equal to the annual percentage increase
in the most
closely comparable
index). The Board of Directors shall review Employee's
performance annually
and may, in its sole
discretion, increase the Base Salary
by an amount greater than that provided for in the preceding
sentence. The Base
Salary shall
be paid in regular installments in
accordance with the Company's
usual paying
practices,
but not less frequently than monthly.
(b)
During the Term of this Agreement,
Employee shall also have use of an
automobile owned
or leased by the
Company ("Employee's Company Car"), at least
comparable to
the one currently used by Employee. Employee shall also be
provided a
monthly car allowance of Four Hundred Dollars
($400.00) for costs
related to
the use by Employee of Employee's Company
Car, including, but not
limited to,
repairs, maintenance, and fuel costs. The Company shall be
responsible for
the payment of insurance consistent with prior coverage,
registration, and
taxes for such automobile. At any time after December 31,
2008, Employee
shall have the right and option to
purchase Employee's Company
Car at its then prevailing book value as same is set forth on
the Company's
books and records. Notwithstanding the previous sentence, in the event the
Employee exercises
the option to purchase the Employee's Company Car, the
monthly car allowance shall continue to be provided to the Employee
for the Term
of this Agreement
(c) In addition to the compensation set forth in
subparagraphs (a)
and (b) of this Paragraph 4, Employee
shall be entitled to an annual incentive
bonus, which
amount shall be computed as follows: for
each fiscal year during
the Term, or any pro rated portion thereof, Employee shall be
entitled to
participate in
a bonus pool, to be
distributed among employees of the Company,
which shall
consist of an aggregate amount equal to five
(5)% of the Pre-Tax
Income of the Company.
"Pre-Tax Income" shall
mean the net income generated by
the Company
(exclusive of any
extraordinary gains, extraordinary losses or any
interest expense),
as set forth in the financial statements of the
Company,
determined in
accordance
with generally
accepted accounting principles (GAAP)
consistently applied,
and which shall include an agreed upon allocation of
administrative and
overhead costs of the Parent.
The
Employee shall participate equally with other
members of senior
management of the
Parent in the determination of the amount of the distribution
from the bonus pool. Such payment shall be
made within ten (10) days following
completion of
the annual audit of
the Company's financial statements, and with
regard to that period remaining in the Term after
the conclusion of the final
complete fiscal
year of the Term (the "Stub Period"),
within forty-five (45)
days after the end of the Stub Period. Pre-Tax Income for the Stub Period
shall
be taken from the unaudited financial statements of the Company.
The
Base Salary and any bonus payments will
be subject to such deductions
by the Company as the
Company is from time to time required to make pursuant to
law, government
regulations
or order or by agreement with, or consent of,
Employee. Such
payments may be made by check or checks of the Company or any
of
its parent,
subsidiaries
or affiliates as the
Company may, from time to time,
find proper
and appropriate.
5.
Vacation. During
the Term, Employee
shall be entitled to vacations
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in accordance
with past practice of the Company prior to the date of
this
Agreement. It
is hereby acknowledged
by both Employee and the Company that the
Schedule of
vacation days and availability attached to this Agreement
constitutes past
practice prior to the effective date of this Agreement.
6.
Benefits.
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(a) During the Term,
Employee shall be entitled to participate in all
group insurances
as are presently being offered by the Company or
which may
hereafter, during
the Term, be offered to its executive and/or
non-executive
employees on
a company wide basis (including group life insurance, group
disability insurance,
group medical and hospitalization plans, pension and
profit sharing
plans). During the Term, Employee shall be
entitled to medical
and hospitalization
coverage for himself,
his spouse, and dependents under the
Company's existing
medical plan (including prescription drug coverage) pursuant
to which he currently has coverage.
The
Company shall pay the premiums for
the foregoing
coverage consistent
with its policies then in effect, as amended
from time to time.
In the event the
Company fails to provide such coverage, or
such coverage is otherwise unavailable, then the Company shall
provide Employee,
his spouse,
and dependents with at least equivalent coverage (including
healthcare provider
choices, deductibles, co-pays, etc.).
(b) During
the Term, the Parent at its sole expense
shall maintain
key man life insurance on the Employee in the amount of one million
dollars with
the Company
as the beneficiary
("Policy"). Following
the Term, if Employee is
no longer employed by
the Company as a full-time employee, the Employee, at his
sole discretion,
will assume ownership, responsibility,
and liability for all
premiums due
under the Policy and will be entitled to designate the
beneficiaries under
the Policy.
(c)
From and after the date of this
Agreement, the term "compensation" as
used in any pension or profit sharing plan maintained by the
Company shall
include only
the Base Salary (exclusive of any bonus payments) payable
hereunder, unless
the plan or applicable law provides otherwise.
7.
Expenses. Employee
shall be entitled to reimbursement by the
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Company for
reasonable
expenses actually incurred by him on its
behalf or on
behalf of Parent, in the course of his employment by the Company,
upon the
presentation by
Employee, from time to time, of an itemized account of
such
expenditures together
with such vouchers and
other receipts as the Company may
request, in
accordance
with Company policy and Internal Revenue Service
regulations.
8.
Termination.
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(a) Disability.
If, during the Term,
Employee shall be unable, for a
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period of more than six (6) consecutive
months or for periods aggregating more
than twenty-six
(26) weeks in any fifty-two (52) consecutive
week period to
perform the services provided for herein as a result of illness,
incapacity or a
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