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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 February 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 February 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 February 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. For the purposes
of this subparagraph, the Executive shall be
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