Exhibit 10.7
AMENDED AND RESTATED EMPLOYMENT
AGREEMENT
This AMENDED AND RESTATED EMPLOYMENT
AGREEMENT (the “Agreement”) dated as of
January 25, 2006 constitutes an amendment and restatement in
its entirety of that EMPLOYMENT AGREEMENT, dated as of
March 18, 2005, between TRC Companies, Inc., a Delaware
Corporation (the “Company”) and Christopher P. Vincze
(the “Executive”).
1.
Effective Date and Employment Term .
(a)
Effective Date . This Agreement is effective as of
March 18, 2005 (the “Effective Date”).
(b)
Employment Term . The initial term of the Executive’s
employment under this Agreement commenced on May 2, 2005 (the
“Start Date”), and shall now terminate on
December 31, 2008 (the “Initial Term”), unless
sooner terminated pursuant to Section 4. Upon the expiration
of such initial term, it is anticipated that Executive will
continue as an employee-at-will upon terms and conditions generally
available to individuals at his level in the Key Person Group of
the Company, subject, however, to the provisions of Subsections 4
(d) and 4 (e) hereof. The initial term and any successive
term shall hereinafter be referred to as the “Employment
Term.”
2.
Position, Reporting, and Other Activities .
(a)
Position . The Executive was initially employed by the
Company as its Chief Operating Officer and effective
January 1, 2006 became President and Chief Executive Officer
of the Company in accordance with the terms and conditions herein.
The Executive shall devote his full professional time and attention
(except for vacation, sick leave, and other excused leaves of
absence) to the performance of the services customarily incident to
such office, and of such other duties as may be reasonably assigned
to the Executive from time to time by the Company’s Board of
Directors. The Company will provide office facilities, secretarial,
and clerical support consistent with customary practices of the
Company.
(b)
Reporting . During the Employment Term, the Executive shall
be required to report to the Board of Directors.
(c)
Other Activities . Except upon the prior written consent of
the Board of Directors of the Company (the “Board”),
during the Employment Term, the Executive will not: (i) accept
any other employment; or (ii) engage, directly or indirectly,
in any other business activity (whether or not pursued for
pecuniary advantage) that is competitive with, or that places him
in a competing position to, the Company. Personal passive
investments and personal business affairs not inconsistent with
this Agreement, or teaching, writing or publicly speaking are
permitted, so long as these activities do not interfere or conflict
with the Executive’s duties hereunder.
3.
Compensation and Other Benefits .
(a)
Base Salary . In consideration of the services to be
rendered hereunder, the Executive shall be paid a base salary of
$297,500.00 per year, payable in accordance with the
Company’s payroll practices in effect during the course of
this Agreement. Effective January 1, 2006, Executive’s
salary shall increase to $400,000.00 per year. The compensation
payable under this Section 3(a) shall be
Executive’s “Base Salary” hereunder.
(b)
Initial Bonuses . Executive shall be paid an initial bonus
of $50,000 on July 1, 2005 and a bonus of $37,500 on the date
hereof.
(c)
Annual Bonuses .
(I)
Bonus . The Executive shall participate in the
Company’s Bonus Plan for senior management and be given
consideration thereunder in accordance with Executive’s role
in the Company. It is generally anticipated that, except for any
bonuses awarded to executive officers for extraordinary
performance, Executive’s bonus will be the highest awarded to
any executive officer of the Company, subject to Compensation
Committee Approval .
(II)
Periodic Options . The Executive will be eligible to receive
stock options under the Company’s Restated Stock Option Plan
and will be given consideration thereunder in accordance with
Executive’s role in the Company. It is generally anticipated
that, except for any awards made to executive officers for
extraordinary performance, Executive’s option grant will be
the highest amount awarded to any executive officer of the Company,
subject to Compensation Committee Approval.
(d)
Benefits . Executive shall have the right to participate in
and to receive benefits from all present and future life, vacation,
accident, disability, medical, pension, and savings plans and all
similar benefits made available generally to executives of the
Company. The amount and extent of benefits to which the Executive
is entitled shall be governed by any applicable benefit plan, as it
may be amended from time to time. Executive shall receive no less
than three (3) weeks paid vacation each year which shall
accrue if not used in any year and be paid to Executive or carried
forward to subsequent years consistent with Company policy. The
Company shall also carry D&O Liability Insurance coverage for
the benefit of its officers and directors including
Executive.
(e)
Automobile Allowance . During the Employment Term, the
Company shall provide the Executive with an automobile allowance of
$700 per month to be increased consistent with policies applicable
to other executives of the Company. Executive will also receive a
Company gasoline credit card pursuant to its standard practice for
officers.
(f)
Expenses . The Company shall reimburse the Executive for
reasonable travel and other business expenses incurred by the
Executive in the performance of his duties hereunder in accordance
with the Company’s general policies, as they may be amended
from time to time during the course of this Agreement including,
but not limited to, the cost of Executive’s Country Club
expenses up to $10,000 per year.
(g)
Options . As of March 18, 2005, the Company granted to
the Executive ten-year options to purchase 60,000 shares (the
“60,000 Options”) of the Company’s common stock,
par value $0.01 per share (the “Options”), pursuant to
the Company’s Restated Stock Option Plan (the
“Plan”). The exercise price of such 60,000 Options was
the closing price of the Company’s common stock on
April 29, 2005 of $13.82 per share. In the event the
Executive’s employment with the Company is terminated, the
Executive will only be permitted to exercise vested Options
(determined pursuant to the Vesting Schedule set forth herein)
within the ninety (90) day period following such termination. The
Options will vest in equal one-third increments upon the date of
grant and on the next two anniversaries of such grant, and to the
extent unvested, shall vest in their entirety upon a Change of
Control, as defined, or upon termination of employment pursuant to
Subsections 4(d) or 4(e) hereof (the “Vesting
Schedule”). In addition, the Company hereby conveys to
Executive 15,000 shares of TRC common stock (the
“Stock”). The Stock shall vest pursuant to the Vesting
Schedule. The Stock will be restricted and may only be sold upon a
valid registration thereof or under an exemption to such
registration pursuant to applicable law. The fair market value of
the Stock shall be determined as of January 25, 2006 in
accordance with a filing to be made by Executive pursuant to an
election made by Executive pursuant to Section 83(b) of
the Internal Revenue Code. The options and shares shall be duly
noted on the Company’s books and records.
4.
Termination of Employment .
(a)
By Death . If the Executive dies prior to the expiration of
the Employment Term, his bonuses pursuant to
Section 3(c) (if any), and accrued but unused vacation
will be prorated through the day of his death and shall be paid to
his beneficiaries or estate within thirty (30) days of the
Executive’s death; provided that the manner and time frame in
which the bonuses will be paid shall be pursuant to
Section 4(f). In addition, Executive agrees to enroll in the
Company’s life insurance plan, and Company will provide a
benefit to Executive’s estate equal to the amount, if any,
such life insurance benefit is less than Executive’s Annual
Base Salary hereunder. Thereafter, the Company’s obligations
hereunder shall terminate.
(b)
By Disability . If the Executive becomes “Permanently
Disabled” (as defined below) prior to the expiration of the
Employment Term, then the Company shall be entitled to terminate
his employment, subject to the requirements of applicable law, and
the Executive shall be entitled to receive disability benefits in
accordance with any applicable disability policy maintained by the
Company as of the date of such disability, in which policy
Executive agrees to enroll. In the event of such termination, the
Executive will be paid an amount, if any, by which amounts paid
under such disability policy are less than Executive’s Annual
Base Salary hereunder, and his bonuses pursuant to
Section 3(c) (if any) will be prorated through the date
of termination and paid to him on the date of termination.
Additionally the Executive shall receive a cash lump sum payment on
the date of termination for accrued but unused vacation for the
year of termination, and thereafter the Company shall have no
further obligations to the Executive hereunder other than to
provide the Executive with the benefits as set forth in this
subparagraph. F
