Exhibit 10.7
MATRIX SERVICE
COMPANY
SEVERANCE
AGREEMENT
This Severance Agreement
(“Agreement”) is entered into on this
day of
, 200 by and between
(“Employee”) and Matrix Service Company
(“Company”). [This Agreement is written and intended to
be in compliance with the provisions of Code § 409A and any
Treasury Regulations promulgated there under.] [This Agreement
amends and replaces the
(the “Original Agreement”) executed by the parties
effective
, 200 , for the purpose of bringing
the Original Agreement into compliance with the provisions of Code
§ 409A and any Treasury Regulations promulgated there
under.]
This Agreement is made and entered
into by Company and Employee in consideration of her continuing
service and commitment to the Company.
I. Definitions:
A. “Adverse
Event” means that
the Employee has experienced an event that has a material adverse
impact on Employee’s job position, responsibilities, duties,
authorities, compensation or opportunities within the Company. An
Adverse Event shall be considered “material” under this
Paragraph I.A where: (i) the Employee experiences any
reduction in base salary; (ii) the Employee experiences a
reduction in salary range or opportunity for increases in salary;
(iii) the Employee experiences a reduction in incentive
compensation range or opportunity; (iv) there is a material
reduction in the Employee’s benefits or perquisites;
(v) the Employee is reassigned to a position or role with a
lower salary range, salary opportunity, incentive range or
incentive opportunity; or (vi) the Employee experiences a
material reduction in responsibilities.
B. “Cause”
means, with reference to a Severance
Event or Triggering Event, that the Employee has been severed from
employment with the Company because of Employee’s theft of
Company property, embezzlement or dishonesty that results in harm
to the Company; continued gross or willful neglect of his job
responsibilities after receiving written warnings regarding such
neglect from the Company; conviction of a felony or pleading
nolo contender to a felony charged under state or federal
law; or willful violation of Company policy. A determination by the
Company Chief Executive Officer and Chief Financial Officer that an
event constituting “Cause” under this Agreement has
occurred shall be binding upon the Company and the
Employee.
C. “Change of
Control” means
(i) a “change in ownership” of the Company of
greater than fifty percent (50%) of the outstanding voting
stock of the Company within a six (6) month period;
(ii) a “change in the effective control” of the
Company as determined by a change of greater than thirty-five
percent (35%) of the Company’s outstanding voting stock
by a person or persons acting as a group within a twelve
(12) month period; or (iii) a “change in the
ownership of a substantial portion of the assets of the Company as
these terms are defined under Code § 409A(a)(2)(A)(v) and
Treasury
Regulations § 1.409A-3(g)(5) or other then
existing and applicable Treasury Regulations promulgated under Code
§ 409A that define the terms “change of control”
for deferred compensation arrangements.
Upon identification and notice to
the Board of Directors of the Company (“Board”) of the
occurrence of one of the above events, the Board shall consider all
the facts and circumstances at its next meeting, and shall confirm
or deny by resolution or majority vote whether
