Exhibit 10.24
EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT
is made as of December 31, 2008 by and between R. Jordan Gates
(“Employee”) and Expeditors International of
Washington, Inc., a Washington corporation
(“Employer”), which amends and restates the employment
agreement dated January 1, 2003. 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 President and Chief Operating Officer
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 Employer 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
transaction. The Employee shall make a timely rejection of the
extension of the provisions of Paragraph 8 by returning the lump
sum payment and sending written notice of rejection within fourteen
days of receipt. For purposes of this Agreement, “Change in
Control Event” shall mean either one of the following:
(i) when any “person,” as such term is used in
Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (other than the Employer, a subsidiary thereof or an
employee benefit plan of
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the Employer, including any trustee of such plan
acting as trustee) becomes the “beneficial owner” (as
defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Employer representing fifty
percent (50%) or more of the combined voting power of the
Employer’s then outstanding securities; or (ii) the
occurrence of a transaction requiring shareholder approval, and
involving the sale of all or substantially all of the assets of the
Employer or the merger of the Employer with or into another
corporation.
(d) Death or Disability .
This Agreement and Employee’s employment and compensation
shall in any event terminate upon the death of Employee or the
inability of Employee to perform the duties and functions of his
position for a period of ninety (90) consecutive days due to
sickness, disability or any other cause beyond his control, unless
Employer grants Employee a leave of absence with or without all or
a portion of his salary or other benefits, as may be
specified.
7. Confidential Information .
Employee recognizes that Employer’s business and the business
of other affiliates depend upon the use and protection of a large
body of confidential and proprietary information now existing or to
be developed in the future which will be referred to in this
Agreement as “Confidential Trade Information.” Employee
intends that the meaning of Confidential Trade Information in this
Agreement will be read as broadly as possible to include all
information of any sort (whether merely remembered or embodied in a
tangible medium) which is related to Employer’s business and
the business of corporations affiliated with Employer or any of
their potential future business and which is not generally and
publicly known. Without limiting the foregoing, Employee agrees
that the customer lists and lists of contracts and potential
customers of Employer and its affiliates are and will be a part of
the Confidential Trade Information. Employee agrees to protect and
preserve as confidential during the term hereof, and at all times
after its termination or expiration, all of the Confidential Trade
Information at any time known to Employee or at any time in
Employee’s possession or control. Employee will neither use
nor allow any other person or entity (including entities partially
or wholly owned by Employee) to use in any way, except for the
benefit of Employer and as directed by Employer, any of the
Confidential Trade Information. Employee will, prior to or upon
leaving employment with Employer, deliver to Employer any and all
records, items, and media of any type (including all partial or
complete copies or duplicates) containing or otherwise relating to
any of the Confidential Trade Information, whether prepared or
acquired by or provided to Employee. Employee acknowledges that all
such records, items and media are at all times and shall remain the
property of Employer.
8. Covenant Not to Compete .
During the term of this Agreement or for a six (6) month
extension as provided in Paragraph 6, Employee hereby agrees that
he will not directly or indirectly enter into the employment of,
render any service or assistance to or acquire any interest
whatsoever, whether as an individual proprietor, partner,
associate, officer, director, consultant, trustee or otherwise, in
any business, trade or occupation in competition with the business
of Employer within one hundred fifty (150) miles of any office
of Employer or any affiliate of Employer. Without limiting the
foregoing, Employee also agrees that he will not, during said
period, cause or attempt to cause or induce any employee of
Employer to leave the employment of Employer, or call on or
otherwise solicit business from any of the customers of Employer
which, at the time of termination of his employment, were listed
(or ought to have been listed) in Employer’s records, in
respect of any service or product that competes directly or
indirectly with any service provided or marketed by or actually
under the development or active consideration by Employer at the
time of Employee’s termination.
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9. Remedies . Employee agrees
that damages for breach of his covenants under Paragraphs 7 and 8
above will be difficult to determine and probably inadequate to
remedy the harm caused thereby and therefor consents that these
covenants may be enforced by temporary or permanent injunction.
Such injunctive relief shall be in addition and not in place of any
other remedies available at law or equity. Employee further agrees
that profits made in violation of these covenants shall be held in
constructive trust for Employer. Employee acknowledges that the
provisions of this Paragraph and such covenants are reasonable,
that any lump sum payment made under Paragraph 6 would be adequate
compensation under the circumstances, and that in any event
Employee is capable of gainful employment without breaching such
covenants. However, should any court or tribunal ever find that any
provision of such covenants are illegal or unenforceable on the
grounds of unreasonableness whether in period of time, geographical
area or otherwise, then in that event the parties agree that such
covenants shall be interpreted and enforced to the maximum extent
which the court or tribunal deems reasonable. For purpose of this
Paragraph and Paragraphs 7 and 8 of this Agreement, the term
“Employer” shall include any subsidiary, agent or other
affiliate of Employer.
10. Entire Agreement;
Modification . The provisions contained herein constitute the
entire Agreement between the parties with respect to the subject
matter hereof and any waiver, alteration or modification of any
provisions of this Agreement, or the replacement of this Agreement
shall not be valid unless in writing and signed by all the parties
signing hereunder.
11. Dispute Settlement . Any
controversy or claim arising out of or relating to this Agreement,
or the breach thereof, shall be settled by arbitration administered
by the American Arbitration Association under its National Rules
for the Resolution of Employment Disputes, and judgment upon the
award rendered by the arbitrator(s) may be entered by any court
having jurisdiction thereof. Any such arbitration shall be
conducted before a panel of three (3) arbitrators, of which
each Party shall select one arbitrator and such two arbitrators
shall select a third. All decisions of the arbitration panel shall
be taken by majority vote. Any such arbitration shall take place in
Seattle, Washington, U.S.A.
12. Agreement Not Assignable
. Employee may not assign any of his rights or delegate any of his
duties hereunder. Employer may assign this Agreement and delegate
its duties hereunder to any of its affiliates at any time owned by,
owning or under common ownership, provided that Employee shall
remain assigned to the business conducted by Employer or its
successors.
13. No Waiver . No waiver of
the terms or provisions hereof shall be valid unless in writing
signed by the party against which the enforcement of such waiver is
sought, nor shall any waiver or failure to enforce any right
hereunder be deemed to be a waiver of the same or any other right
in any other instance.
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14. Successors . Subject to
the restriction on assignment and delegation set forth herein, this
Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, successors, assigns and
personal representatives.
Signed by the parties as of the date
first written above.
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EXPEDITORS INTERNATIONAL OF WASHINGTON, INC.
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By
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12/31/08
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Its
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EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT
is made as of December 31, 2008 by and between Rommel C. Saber
(“Employee”) and Expeditors International of
Washington, Inc., a Washington corporation
(“Employer”), which amends and restates the employment
agreement dated January 11, 2001. 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 President-Europe/Near Middle East,
Africa and Indian Subcontinent 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 supevisor
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
