Exhibit 10.25
EMPLOYMENT AGREEMENT
THIS AGREEMENT is made as of
December 31, 2008 by and between Bradley S. Powell
(“Employee”) and Expeditors International of
Washington, Inc., a Washington corporation
(“Employer”). In consideration of the mutual covenants
and conditions set forth herein, the parties hereby agree as
follows:
1. Employment .
(a) In connection with the election
of Employee to the office of Chief Financial Officer by action of
the Board of Directors on November 3, 2008 and for other good
and lawful consideration as set forth herein, Employee’s
compensation and terms of employment shall be as set forth in this
Agreement.
(b) Employee agrees to render
services to the best of his ability on a full-time basis during the
term of this Agreement, and shall perform such duties as the Board
of Directors of Employer or Employee’s immediate supervisor
shall from time to time direct.
2. Term . Subject to
Employer’s right to terminate Employee’s employment at
the pleasure of its Board of Directors as set forth in Paragraph 6
below, this Agreement shall commence on the date first set forth
above and end with the date of the next annual meeting of the Board
of Directors (the “Initial Term”). The term of this
Agreement shall be automatically extended for additional twelve
(12) month terms in the event that the Employee shall be
elected or re-elected as an executive officer at a subsequent
annual meeting of the Board of Directors. This Agreement shall not
be automatically extended and shall expire in the event that either
party hereto shall have given written notice to the other at least
thirty (30) days prior to the expiration of the Initial Term,
or any subsequent term, of intent to terminate this
Agreement.
3. Compensation . For all
services rendered by Employee under this Agreement, Employee shall
receive base salary and incentive compensation, as established from
time to time by the Compensation Committee of the Board of
Directors. Employee’s title and other benefits will be
subject to reasonable adjustment by action of Employer’s
Board of Directors.
4. Benefits . During the term
of employment hereunder, Employee shall be entitled to participate
fully in any policies which Employer may adopt generally for
employees including policies for vacation, holidays, paid sick
leave, group medical, life insurance and other employee benefits.
Employer shall pay or reimburse Employee for all reasonable travel
and other expenses incurred or paid by Employee in connection with
the performance of services under this Agreement upon presentation
of expense vouchers and such other supporting information as
Employer may from time to time reasonably request.
5. Warranties . Employee
represents to Employer that Employee is free to enter into this
Agreement and that Employee has no commitment, arrangement or
understanding to or with any third party which restrains or is in
conflict with this Agreement which would operate to prevent
Employee from performing the services which Employee has agreed to
provide.
6. Termination .
(a) For Cause . Employer may
terminate Employee’s employment hereunder upon two
(2) days prior written notice to Employee for cause, and the
salary and all other compensation referred to above shall cease
upon the effective date of any such termination for cause. As used
herein, the term “cause” shall mean any act of
Employee, which in the reasonable judgment of Employer’s
Board of Directors, constitutes dishonesty, larceny, fraud, deceit,
gross negligence, a crime involving moral turpitude, willful
misrepresentation to shareholders, directors or officers, or a
material breach of this Agreement. In the event that employment is
terminated for cause and upon two (2) days prior written
notice, Employer may elect to extend the provisions of Paragraph 8
for a period of six (6) months from the effective date of the
termination for cause in exchange for a lump sum payment to the
Employee. Such lump sum payment shall be calculated as six
(6) times Employee’s latest monthly Base Salary, and
will be made no later than March 15 of the calendar year
following the calendar year in which the Employee makes such
election. Base Salary as used herein shall exclude any incentive or
bonus compensation, any monthly automobile allowance, and any other
benefit or reimbursement.
(b) Without
Cause . Employer may terminate Employee’s employment at
any time upon fifteen (15) days prior written notice and
without cause; provided, that Employee shall receive as his sole
remedy for such termination, a lump sum payment equal to one half
( 1 / 2 ) of the Total Cash
Compensation paid to the Employee in the preceding twelve
(12) month period and the provisions of Paragraph 8 shall be
extended for a period of six (6) months from the effective
date of the termination without cause. Total Cash Compensation as
used herein includes Base Salary, any incentive or bonus
compensation, and any monthly automobile allowance, but shall
exclude any other benefit or expense reimbursement. The payment
will be paid to the Employee and will be made no later than
March 15 of the calendar year following the calendar of the
Employee’s termination of employment.
(c) Resignation . In the
event that Employee shall resign or otherwise refuse to continue to
provide services to the Employer, the salary and all other
compensation referred to above shall cease. Within thirty
(30) days of the effective date of the resignation, Employer
may give Employee written notice of intent to extend the provisions
of Paragraph 8 for a period of six (6) months from the
effective date of the resignation in exchange for a lump sum
payment to the Employee. Such lump sum payment shall be calculated
as six (6) times Employee’s latest monthly Base Salary,
and will be made no later than March 15 of the calendar year
following the calendar year in which the Employer makes such
election. Provided however, that the Employee shall have the option
to reject any extension of the provisions of Paragraph 8 in the
event that the resignation shall have been tendered anytime during
the period beginning with a public announcement of a pending Change
in Control Event (as defined below) and ending one year following
the effective date of the completed transaction or on the date of
the public announcement of the termination of the proposed
transacti
