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AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

Employment Agreement

AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT | Document Parties: NuCO2 Inc | Robert R. Galvin You are currently viewing:
This Employment Agreement involves

NuCO2 Inc | Robert R. Galvin

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Title: AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
Date: 9/13/2007
Industry: Chemical Manufacturing     Sector: Basic Materials

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Exhibit 10.24


                     AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

      Amendment No. 3 ("Amendment") dated September 13, 2007 to
Employment
Agreement dated as of October 21, 2002 (the "Employment Agreement")
by and
between NuCO2 Inc. (the "Corporation") and Robert R. Galvin (the
"Executive").

      WHEREAS, the Corporation and the Executive are parties to the
Employment
Agreement; and

      WHEREAS, the Corporation and the Executive wish to amend the
Employment
Agreement to make certain modifications thereto;

      NOW, THEREFORE, for Ten Dollars ($10) and other good and
valuable
consideration, the receipt and sufficiency of which are
acknowledged by each of
the parties, the Corporation and the Executive hereby agree as
follows:

     1.     The first sentence of Paragraph 2.1(a) of the
Employment Agreement
            is hereby amended in its entirety to read as follows:

            "Effective as of July 9, 2007, a base salary ("Base
Salary") at the
            rate of $309,310 per annum, payable in accordance with
the
            Corporation's regular payment schedule for its
employees."

     2.     Paragraph 2.1(c) of the Employment Agreement is amended
by adding a
            new sentence at the end thereof as follows:

            "Any Target Cash Bonus earned shall be paid no later
than August
            31st following the end of the applicable fiscal year."

     3.     Paragraph 3.1(a) of the Employment Agreement is hereby
amended in
            its entirety to read as follows:

            "(a) automatically upon the death of the Executive or
voluntary
            termination of employment by the Executive other than
for Good
            Reason (as such term is defined in Paragraph 5.3
below)."

     4.     The third sentence of Paragraph 3.2(a) of the
Employment Agreement
            is hereby amended in its entirety to read as follows:

            "To the extent that the Corporation receives the
proceeds on any
            life insurance on the life of the Executive (as
provided in
            Paragraph 3.2(d)) such proceeds shall be paid, promptly
after
            receipt (but no later than thirty (30) days after the
Corporation
            has received such proceeds), to the beneficiaries
theretofore
            designated in writing by the Executive (or the
Executive's estate if
            no such beneficiaries shall have been designated) to
fund the
            obligations under this Paragraph 3.2(a) and shall
reduce such
            obligations on a dollar for dollar basis."

     5.     The first sentence of Paragraph 3.2(c) of the
Employment Agreement
            is hereby amended in its entirety to read as follows:




            "In the event of a termination of the Executive's
employment "for
            cause" as defined in Paragraph 3.1(c) above or
voluntarily by the
            Executive other than for Good Reason, the Executive
shall not be
            entitled to (i) any payments other than such
compensation as shall
            have been earned by him prior to the date of such
termination and
            not paid as of the date of such termination, or (ii)
any bonus
            pursuant to Paragraph 2.1(c)."

     6.     Paragraph 4.2 of the Employment Agreement is hereby
amended in its
            entirety to read as follows:

            "4.2 NON-COMPETE. The Executive acknowledges that (i)
the services
            to be performed by him under this Agreement are of a
special,
            unique, extraordinary and intellectual character; (ii)
the Executive
            possess substantial technical and managerial expertise
and skill
            with respect to the Corporation's business; (iii) the
Corporation's
            business is national in scope and its products and
services are
            marketed throughout the nation; (iv) the Corporation
competes with
            other businesses that are or could be located in any
part of the
            nation; (v) the covenants and obligations of Executive
under this
            Paragraph 4.2 are material inducement and condition to
the
            Corporation's entering into this Agreement and
performing its
            obligations hereunder; and (vi) the provisions of this
Paragraph 4.2
            are reasonable and necessary to protect the
Corporation's business.
            In consideration of the acknowledgments by the
Executive above, and
            in consideration of the compensation and benefits
(including the
            payments described in Paragraphs 3.2(e) and 5.1(c)) to
be paid or
            provided to Executive by the Corporation, the Executive
covenants
            that he will not, for a period of two (2) years
following the
            expiration or earlier termination of this Agreement,
without the
            prior written consent of the Corporation, directly or
indirectly:

                  (a) knowingly solicit any business, in the same
product or
            business line or one that is closely related to that in
which the
            Executive was engaged during his employment, for or
from, or become
            associated with, as principal, agent, employee,
consultant, or in
            any other capacity, any person who, or entity which, at
the time of,
            or during the twelve (12) months immediately preceding
such
            expiration or termination was in direct competition
with the
            Corporation; or
                  (b) become a principal, agent, employee,
consultant, or
            otherwise become associated with any person or entity
which is
            engaged in direct or indirect competition (i.e., doing
indirectly
            through others what the Executive could not do
directly) with the
            Corporation during a period of two (2) years following
the
            expiration or earlier termination of this Agreement."

     7.     The first sentence of Paragraph 4.3 of the Employment
Agreement is
            hereby amended in its entirety to read as follows:

            "The Executive acknowledges that the services provided
by him
            pursuant to this Agreement are of a unique nature and
of
            extraordinary value and of such a character that a
material breach
            of the provisions of either Paragraph 4.1 or 4.2 of
this Agreement
            by the Executive will result in irreparable damage and
injury to the
            Corporation for which the Corporation will not have any
adequate
            remedy at law."

     8.     Section 5.1 of the Employment Agreement is hereby
amended in its
            entirety to read as follows:




                  "5.1 COMPENSATION. If prior to the expiration of
the Term of
            this Agreement, there is a Change of Control (defined
in Paragraph
            5.2 below) and thereafter, within two (2) years of the
Change in
            Control, the Executive should resign his employment for
Good Reason
            (as defined in Paragraph 5.3 below), the Executive
shall be entitled
            to the following compensation:
            (a) Continuation of all benefits, including without
limitation
            medical, dental and life insurance for one and one-half
(1-1/2)
            years following the date of termination, or until the
date on which
            the Executive first becomes eligible for insurance
coverage of a
            similar nature provided by a firm that employs him
following
            termination of employment by the Corporation, whichever
occurs
            first. (b) Immediate vesting of any granted but
unvested options to
            purchase Common Stock held by the Executive.
            (c) An amount equal to the greater of (i) one and
one-half (1 1/2)
            times (y) the Executive's then current annual Base
Salary and (z)
            the Executive's Target Cash Bonus for the then current
year (such
            Target Cash Bonus calculated as if the targets had been
met in the
            event the Target Cash Bonus cannot be calculated as of
the date of
            the termination of the Executive's employment) and (ii)
six hundred
            ninety-five thousand nine hundred forty-eight dollars
($695,948), to
            be paid within sixty (60) days of termination of
employment (exce

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