Back to top

EMPLOYMENT AGREEMENT

Employee Retention Agreement

EMPLOYMENT AGREEMENT You are currently viewing:
This Employee Retention Agreement involves

CHROMCRAFT REVINGTON, INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EMPLOYMENT AGREEMENT
Governing Law: Indiana     Date: 8/12/2008
Industry: FURNIT     Sector: CYCLIC

Search Employee Retention Agreement by:

Document Title:

Entire Document: (optional)

50 of the Top 250 law firms use our Products every day
Filed by Bowne Pure Compliance

Exhibit 10.94

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made and entered into as of the 1st day of July, 2008 by and between CHROMCRAFT REVINGTON, INC. (the “Company”), a Delaware corporation, and RONALD H. BUTLER (the “Executive”), currently a resident of the State of Arizona,

W I T N E S S E T H:

WHEREAS, the Company desires to employ the Executive as its Chairman and Chief Executive Officer, and the Executive desires to be employed by the Company in such capacities, in accordance with the provisions of this Agreement; and

WHEREAS, in addition to the employment provisions contained herein, the Company and the Executive have agreed to certain restrictions, covenants, agreements and severance payments, as set forth in this Agreement;

NOW, THEREFORE, in consideration of the foregoing recitals, the respective covenants, agreements and obligations contained herein, the employment of the Executive by the Company pursuant to this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Executive hereby agree as follows:

Section 1. Employment; Term.

(a) Employment. Unless the Executive’s employment with the Company is terminated earlier as provided in this Agreement, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to be employed by the Company, during the Term (as hereinafter defined), on a full-time basis in accordance with the provisions of this Agreement.

(b) Term. (i) Unless the Executive’s employment with the Company is terminated earlier in accordance with Section 4 hereof, the initial term of the Executive’s employment with the Company under this Agreement shall begin on July 1, 2008 and shall end on December 31, 2011 (the “Initial Term”); provided, however, that upon the expiration of the Initial Term, the Executive’s employment under this Agreement shall thereafter be automatically extended upon the same terms and conditions as set forth herein for successive one year terms (each, a “Renewal Term”), unless the Company or the Executive shall have delivered to the other a written notice not less than ninety (90) days prior to the expiration of the Initial Term or any Renewal Term stating that the term of this Agreement shall not be so extended, in which case the Executive’s employment hereunder shall terminate at the end of the Initial Term or a Renewal Term, as the case may be. During the Initial Term and any Renewal Term, the Executive’s employment hereunder is subject to early termination in accordance with Section 4 hereof. The Initial Term and a Renewal Term may be referred to in this Agreement individually or collectively as the “Term.”

Section 2. Position; Duties; Responsibilities.

(a) During the Term, the Executive:

(i) shall serve as the Chairman of the Board and the Chief Executive Officer of the Company and, as such, shall have general responsibility for and oversight of the business and affairs of the Company, subject to the control and direction of the Company’s Board of Directors (the “Board of Directors”);

 

 


 

(ii) shall have such authority, duties and responsibilities as set forth in the By-Laws of the Company as now or hereafter in effect or as the Board of Directors may from time to time prescribe that are consistent with the Executive’s position as the Chief Executive Officer of the Company;

(iii) shall perform diligently and faithfully, and use his reasonable best efforts in the performance of, his duties and responsibilities under this Agreement;

(iv) shall devote all of his working time, attention, energies and skills to his duties and responsibilities under this Agreement and to the furtherance of the business and interests of the Company; provided, however, that the Executive shall be permitted to engage in civic and charitable activities and to serve on boards of directors of other for-profit and non-profit entities so long as such civic and charitable activities and board positions do not affect the Executive’s performance of his duties and responsibilities for the Company, do not adversely affect the reputation of the Company and have been approved in advance by resolution of the Board of Directors or a committee thereof; and

(v) shall maintain his business office at and be based out of an office of the Company or one of its subsidiaries as determined from time to time by the Board of Directors.

(b) During the Term, the Board of Directors shall nominate the Executive as one of the Company’s director nominees for election at each annual meeting of stockholders of the Company. If the Executive is so nominated but not elected by stockholders as a director of the Company, then the Company may continue to employ the Executive under this Agreement as its Chief Executive Officer but not as its Chairman (without constituting a breach or Good Reason under this Agreement) or may terminate the Executive’s employment with the Company, in which latter event the Company shall compensate the Executive in the same manner as under Section 5(e) as if the Company had determined not to extend the Term.

Section 3. Compensation and Employee Benefits.

(a) Base Salary. During the Term, for all services rendered in all capacities by the Executive to or on behalf of the Company or any of the Company’s subsidiaries or affiliates (including service as a director of the Company or any of its subsidiaries or affiliates), the Company shall pay to the Executive an annual base salary equal to $400,000 per calendar year, as may be increased from time to time by the Board of Directors or a committee thereof (the “Base Salary”). If an increase in the Executive’s Base Salary is approved by the Board of Directors or a committee thereof, the new salary shall become the applicable Base Salary under this Agreement. The Base Salary shall be paid to the Executive in accordance with the Company’s usual and customary payroll practices applicable to its employees generally (including, but not limited to, withholdings for taxes and other amounts) and shall be pro-rated for any partial year of employment.

(b) Incentive Compensation. During the Term, the Executive shall be entitled to participate in all incentive compensation plans and programs of the Company that are generally available to its executive officers (as currently in effect or as may hereafter be established, amended or in effect), subject to the terms and conditions of such plans and programs. The performance factors, measures, goals or targets, the award levels, the amounts and the other terms and conditions of any award shall be determined in the discretion of the Board of Directors or a committee thereof; provided, however, that during the Term other than the initial stock-based award described in the next paragraph, the maximum award level of each cash incentive compensation award granted to the Executive shall be 100% of his Base Salary and the maximum award level of each stock-based incentive compensation award granted to the Executive also shall be 100% of his Base Salary.

 

2


 

The Company shall grant a cash incentive compensation award opportunity of $100,000 to the Executive under the Company’s 2007 Executive Incentive Plan, as currently in effect or as may be hereafter amended (the “2007 Incentive Plan”), for the performance period ending on December 31, 2008. In addition, the Company shall grant to the Executive a stock-based incentive compensation award opportunity of 240,000 shares of restricted common stock of the Company under the 2007 Incentive Plan for the 2008-2010 performance period. The Executive’s ability to earn each of such awards shall be conditioned upon and subject to the Company satisfying the performance measures, goals or targets and other terms and conditions for the awards established by the Board of Directors or a committee thereof and the Executive being employed by the Company at the end of each performance period and on the date of payment of each award. As a condition to the issuance of such award of restricted common stock, the Executive must execute a restricted stock award agreement relating to such shares.

The performance factors, measures, goals or targets, the award levels, the amounts and the other terms and conditions of any award to the Executive under the 2007 Incentive Plan for future performance periods shall be determined in the discretion of the Board of Directors or a committee thereof, subject to a maximum award of 100% of the Executive’s Base Salary for each cash award and each stock-based award.

(c) Employee Benefits. During the Term, the Executive shall be entitled to participate in all employee benefit plans and programs sponsored or maintained by the Company and that are generally available to its executive officers (as currently in effect or as may hereafter be established, amended or in effect), subject to the terms, conditions and eligibility requirements of such plans and programs. The employee’s cost of participation in such plans and programs shall be as determined by the Board of Directors or a committee thereof, if not set forth in the plans and programs.

(d) Other Policies. All other matters relating to the employment of the Executive by the Company not specifically addressed in this Agreement or in the plans and programs referenced in this Section (including, but not limited to, vacation, sick and other paid time off) shall be subject to the employee handbooks, rules, policies, procedures, corporate governance guidelines and codes of conduct and ethics of the Company, as are currently in effect or as may hereafter be in effect from time to time. The Executive shall be entitled to paid vacation in accordance with Company policy, but in no event shall he be entitled to fewer than twenty-five (25) days of paid vacation per calendar year (pro-rated for any partial years).

(e) Automobile Allowance. During the Term, the Company shall provide to the Executive an automobile allowance of $1,500 per month. The insurance, maintenance, fuel, license plates and other costs relating to this automobile shall be the responsibility of and paid by the Executive. The Executive shall not be entitled to any reimbursement for mileage relating to the use of such automobile.

(f) Relocation Expenses. The Executive currently maintains his principal residence in Scottsdale, Arizona. The Executive shall relocate his principal residence from Scottsdale, Arizona to a location within 50 miles of an office of the Company acceptable to the Board of Directors (“Company Office”) by December 31, 2009. The Company shall pay the following relocation expenses of the Executive:

 

(i)

 

Reasonable temporary housing and living expenses of the Executive for a temporary residence located within 50 miles of a Company Office until the earlier of the Executive’s purchase of a permanent residence located within 50 miles of a Company Office or December 31, 2009;

 

(ii)

 

Reimbursement for roundtrip airfare for the Executive between Phoenix, Arizona and the city in which the Company Office is located for up to four (4) roundtrips per month until the earlier of the Executive’s purchase of a residence within 50 miles of a Company Office or December 31, 2009;

 

3


 

 

 

(iii)

 

Reasonable moving expenses of the Executive in connection with the relocation of the Executive from Scottsdale, Arizona to within 50 miles of a Company Office by December 31, 2009;

 

 

(iv)

 

Reasonable real estate brokerage commission and reasonable attorneys’ fees incurred by the Executive relating to the sale of his principal residence in Scottsdale, Arizona;

 

(v)

 

Reasonable closing costs (but not any points) and reasonable attorneys’ fees incurred by the Executive relating to the purchase of his residence within 50 miles of a Company Office by December 31, 2009; and

 

 

(vi)

 

Rent not to exceed $1,200 per month for a business office for the Executive in Scottsdale, Arizona until the earlier of the Executive’s purchase of a residence within 50 miles of a Company Office or December 31, 2009.

The Executive shall be entitled to receive an additional payment from the Company attributable to any income and employment taxes payable by the Executive as a result of receiving any of the payments specified in the forgoing provisions of this Section 3(f) (the “Gross-Up Payment”) in an amount such that, after payment by the Executive of any income and employment taxes imposed upon the Gross-Up Payment, the Executive shall retain an amount of the Gross-Up Payment equal to such taxes.

(g) Expense Reimbursements. The Company shall reimburse the Executive for all reasonable and customary out-of-pocket expenses incurred by the Executive related to the performance of his duties and responsibilities for the Company. The Executive shall comply with the Company’s standard expense reimbursement policies and procedures in effect from time to time; provided, however, that in no event shall an amount be reimbursed later than December 31 of the year following the year in which the expense is incurred.

(h) Taxes. All taxes (other than the Company’s portion of any FICA or other employment taxes) on the Base Salary and other amounts (including, but not limited to, severance) payable to the Executive under this Agreement or any plan or program shall be the responsibility of and paid by the Executive. The Company shall be entitled to withhold from the Executive’s Base Salary and all other amounts payable to him under this Agreement or any plan or program (i) applicable income, FICA, employment and other taxes, (ii) such amounts authorized by the Executive, and (iii) other appropriate and customary amounts.

(i) Insurance and Indemnification. At all times during the Term, the Company shall provide to the Executive the same coverage that it provides to its other directors and executive officers under the Company’s directors and officers liability insurance policy or policies as are currently in effect or as may hereafter be in effect from time to time. At all times during the Term, the Company shall indemnify the Executive with respect to claims brought by Persons other than the Company against the Executive arising from the Executive’s service as an employee, officer or director of the Company in accordance with the Certificate of Incorporation of the Company as is currently in effect or as may hereafter be amended from time to time.

(j) Acknowledgment by the Executive. Notwithstanding anything in this Agreement to the contrary, the Executive understands, acknowledges and agrees that the Company may, in its sole discretion, amend, modify, replace, freeze, suspend or terminate any or all of the incentive compensation, employee benefit, retirement and other plans, programs or arrangements available, as well as any other rules, policies or procedures applicable, to the Executive from time to time, but only so long as any such actions are not designed to affect solely the Executive.

 

4


 

Section 4. Termination of Employment.

In addition to a termination of the Executive’s employment upon a determination by the Company or the Executive not to extend the Term (as provided in Section 1(b) hereof), the Executive’s employment with the Company may be terminated during the Term in any of the following ways:

(a) Termination by the Company for Cause. The Company, upon written notice to the Executive, may terminate the Executive’s employment with the Company immediately for Cause. For purposes of this Agreement, “Cause” is defined as any of the following:

(i) any refusal by the Executive to follow the lawful directions of the Board of Directors that are consistent with the Executive’s duties and responsibilities under this Agreement; or

(ii) any gross negligence by the Executive in managing the business or affairs of the Company or any of its subsidiaries or affiliates or in carrying out his duties and responsibilities under this Agreement (or any gross negligence by any employee of the Company who reports to the Executive in managing the business or affairs of the Company or any of its subsidiaries or affiliates or in performing such employee’s duties and responsibilities with the knowledge of the Executive and where the Executive allows or fails to prevent such negligent acts or omissions); or

(iii) any dishonesty, fraud, theft or embezzlement by the Executive (or by any employee of the Company or any of its subsidiaries or affiliates who reports to the Executive with the knowledge of the Executive and where the Executive allows or fails to prevent such dishonesty, fraud, theft or embezzlement by such employee) upon or against the Company, any of the Company’s subsidiaries or affiliates or any their respective customers; or

(iv) any conviction of, or the entering of any plea of guilty or nolo contendere by, the Executive for any felony; or

(v) any intentional or negligent violation by the Executive (or by any employee of the Company or any of its subsidiaries or affiliates who reports to the Executive with the knowledge of the Executive and where the Executive allows or fails to prevent such violation by such employee) of any law, statute, rule, regulation or governmental requirement that has or may have a material adverse effect on the Company or any of the Company’s subsidiaries or affiliates; or

(vi) any material noncompliance by the Executive (or by any employee of the Company or any of its subsidiaries or affiliates who reports to the Executive with the knowledge of the Executive and where the Executive allows or fails to prevent such noncompliance by such employee) with any provision of any employee handbook, code of business conduct and ethics or corporate governance guidelines, or any rule, policy or procedure, of the Company or any of the Company’s subsidiaries or affiliates as are applicable to the Executive or such employee and currently in effect or as may hereafter be in effect from time to time; or

(vii) any breach by the Executive of any provision of this Agreement; or

(viii) any inaccuracy in or breach of the Executive’s representation and warranty contained in Section 13(p) hereof.

 

5


 

(b) Termination by the Company without Cause. The Company, upon not less than thirty (30) days’ prior written notice to the Executive, may terminate the Executive’s employment with the Company without Cause.

(c) Termination by the Executive for Good Reason. The Executive, upon not less than thirty (30) days’ prior written notice to the Company, may terminate his employment with the Company for Good Reason. For purposes of this Agreement, “Good Reason” is defined as any material breach by the Company of any provision of this Agreement.

(d) Termination by the Executive without Good Reason. The Executive, upon not less than thirty (30) days’ prior written notice to the Company, may terminate his employment with the Company without Good Reason.

(e) Termination in the Event of Death or Disability. The Executive’s employment with the Company shall terminate immediately upon the death of the Executive. The Executive’s employment with the Company may be terminated immediately by the Company in the event of the occurrence of a Disability of the Executive. For purposes of this Agreement, a “Disability” shall be defined as an illness or a physical or mental disability or incapacity of the Executive such that the Executive has not been able to perform the essential functions of his duties and responsibilities under this Agreement (as reasonably determined by the Company), with or without reasonable accommodation, for at least ninety (90) days (whether consecutive or non-consecutive days) during any one (1) year period. A Disability may, but is not required to, be evidenced by a signed, written opinion of an independent, qualified medical doctor selected by the Board of Directors or a committee thereof and paid for by the Company. The Executive hereby agrees to make himself promptly available for examination by such medical doctor upon reasonable request by the Board of Directors or a committee thereof and consents to provide promptly the results of such examination and any diagnosis to the Company. Nothing in this Section is intended to be in violation of the Americans with Disabilities Act.

(f) Termination by the Executive in the Event of a Change in Control. Following a Change in Control (as hereinafter defined), the Executive, upon not less than thirty (30) days’ prior written notice to the Company, may terminate his employment with the Company upon the occurrence of any of the following events during the one (1) year period immediately following a Change in Control (and any such termination by the Executive shall not constitute a termination without Good Reason under Section 4(d)):

(i) a material reduction in the Executive’s duties or responsibilities from those in effect on the day before the Change in Control,

(ii) a requirement that the Executive maintain his principal office or otherwise be based out of an office other than at the Company’s headquarters where located on the day immediately before the Change in Control, or

(iii) a material breach of any provision of this Agreement by the Company.

For purposes of this Agreement, a “Change in Control” shall mean a transaction or series of related transactions pursuant to which (A) at least fifty-one percent (51%) of the outstanding shares of common stock of the Company, on a fully diluted basis, shall subsequent to the date of this Agreement be acquired by any Person (as hereinafter defined) unrelated to or unaffiliated with the Company, (B) the Company merges into, consolidates with or effects any plan of share exchange or other combination with any Person unrelated to or unaffiliated with the Company in a transaction where the holders of voting shares of the Company immediately prior to the transaction do not hold a majority of the voting shares of the surviving entity immediately following such transaction, or (C) the Company disposes of all or substantially all of its assets other than in the ordinary course of business, to any Person unrelated to or unaffiliated with the Company.

 

6


 

Notwithstanding the foregoing, for purposes of the definition of “Change in Control,” (x) a Person shall not include any subsidiary or affiliate of the Company, the Chromcraft Revington, Inc. Employee Stock Ownership Plan Trust which forms a part of the Chromcraft Revington, Inc. Employee Stock Ownership Plan (collectively, the “ESOP”), the Chromcraft Revington, Inc. Savings Plan (the “401(k) Plan”) or any other employee benefit plan currently or hereafter sponsored by the Company or any subsidiary or affiliate of the Company, (y) the outstanding shares of common stock of the Company, on a fully diluted basis, shall include all shares owned by the ESOP, whether allocated or unallocated to the accounts of participants, and (z) a transaction or a series of transactions pursuant to which the Company is taken private or no longer has shares of stock that are listed for trading on any securities exchange or market shall not constitute a Change in Control.

(g) Limited Right to Cure. In the event that the Company desires to terminate the Executive’s employment for Cause pursuant to Sections 4(a)(i), 4(a)(vi) or 4(a)(vii) hereof, the Company shall first deliver to the Executive a written notice which shall (i) indicate the specific provisions of this Agreement relied upon for such termination, (ii) set forth in reasonable detail the facts and circumstances claimed to provide the grounds for such termination, and (iii) describe the steps, actions, events or other items that must be taken, completed or followed by the Executive to correct or cure the grounds for such termination. The Executive shall then have thirty (30) days following the effective date of such notice to fully correct and cure the grounds for the termination of his employment to the reasonable satisfaction of the Board of Directors of the Company. If the Executive does not fully correct and cure such grounds within such thirty (30) day period, then the Company shall have the right to terminate the Executive’s employment with the Company immediately for Cause upon delivering to the Executive written notice of such fact, and the Executive shall have no further cure period with respect thereto. Notwithstanding the foregoing and regardless of the grounds for the termination, the Executive shall be entitled to so correct and cure only one (1) time during the Term, unless the Board of Directors has reasonably determined that the grounds for termination were incorrect or inapplicable, in which case the Executive shall still have the ability to correct and cure one (1) time during the Term.

In the event that the Executive desires to terminate his employment with the Company for Good Reason pursuant to Section 4(c) hereof, the Executive shall first deliver to the Company a written notice which shall (A) indicate the specific provisions of this Agreement relied upon for such termination, (B) set forth in reasonable detail the facts and circumstances claimed to provide the grounds for such termination, and (C) describe the steps, actions, events or other items that must be taken, completed or followed by the Company to correct or cure the grounds for such termination. The Company shall then have thirty (30) days following the effective date of such notice to fully correct and cure the grounds for the Executive’s termination of his employment to the reasonable satisfaction of the Executive. If the Company does not fully correct and cure such grounds within such thirty (30) day period, then the Executive shall have the right to terminate his employment with the Company immediately for Good Reason upon delivering to the Company written notice of such fact, and the Company shall have no further cure period with respect thereto. Notwithstanding the foregoing and regardless of the grounds for the termination, the Company shall be entitled to so correct and cure only one (1) time during the Term, unless the Board of Directors has reasonably determined that the grounds for termination were incorrect or inapplicable, in which case the Company shall still have the ability to correct and cure one (1) time during the Term.

(h) Mandatory Resignation. If the Executive’s employment with the Company is terminated (whether by the Company or by the Executive), the Executive shall immediately resign as a director of and from all other offices and positions with the Company and each of its subsidiaries or affiliates.

 

7


 

Section 5. Payment Upon Termination of Employment. Upon the termination of the Executive’s employment with the Company pursuant to Section 1(b) or Section 4 hereof, the Company shall pay to the Executive that portion of the Executive’s Base Salary earned through his last day of employment with the Company, all amounts that are fully vested and properly payable on or before his last day of employment with the Company under the ESOP, the 401(k) Plan and all other retirement plans sponsored or maintained by the Company in accordance with the provisions of such plans, and all other amounts that are properly payable to the Executive by the Company that have not been paid to him on or before his last day of employment. In addition, the Company shall pay severance to the Executive in accordance with the appropriate subsection below, subject to termination or reduction in accordance with Section 5(h) and suspension in accordance with Section 5(j).

(a) Termination by the Company for Cause or by the Executive without Good Reason. Upon the termination of the Executive’s employment by the Company for Cause pursuant to Section 4(a) hereof or by the Executive without Good Reason pursuant to Section 4(d) hereof, the Company shall pay no severance to the Executive; provided, however, that in the event the Executive retires from the Company after reaching 65 years of age, he shall receive a severance payment, payable in a lump sum, equal to the Executive’s Base Salary (calculated as a monthly amount) for three (3) months.

(b) Termination by the Company Without Cause or by the Executive for Good Reason. Upon the termination of the Executive’s employment by the Company without Cause pursuant to Section 4(b) hereof or by the Executive for Good Reason pursuant to Section 4(c) hereof, the Company shall pay to the Executive (i) if his last day of employment is on or prior to December 31, 2009, a severance payment equal to his Base Salary (calculated as a monthly amount) for twelve (12) months, or (ii) if his last day of employment is subsequent to December 31, 2009, a severance payment equal to two (2) times his Base Salary (calculated as a monthly amount) for twenty-four (24) months.

(c) T

This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more