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Exhibit 10.8
EMPLOYMENT AGREEMENT
This Employment Agreement (this "Agreement") is made effective
as of
March 26, 2007 (the "Effective Date") by CONTINENTAL GLOBAL
GROUP, INC., a
Delaware corporation (the "Employer"), and Jeffrey A. Behrendt,
an individual
resident at 329 Canton Stone Drive, Franklin, TN 37067, (the
"Executive").
RECITALS
A. Employer is a holding company headquartered at 438
Industrial
Drive, Winfield, Alabama 35594 (the "Headquarters"). Through
its subsidiaries, Employer is primarily engaged in the
worldwide manufacture and distribution of bulk material
handling equipment, conveyors, and replacement equipment,
primarily for use in the mining industry (the "Business").
B. The Employer and the Executive hereby agree upon employment
of
the Executive upon terms herein set forth.
C. The Executive will report directly to the President and
Chief
Executive Officer.
D. The Employer wishes to employ the Executive as Vice
President
and Chief Financial Officer and the Executive wishes to be
employed by the Employer in such capacity and according to
the
terms and conditions stated herein.
AGREEMENT
The parties, in consideration of the mutual promises and
covenants
contained herein, hereby agree as follows:
1. EMPLOYMENT/DUTIES
1.1 EMPLOYMENT
The Executive shall commence employment no later than March 26,
2007, by
reporting to the Chief Executive Officer at the Winfield,
Alabama facility. The
Executive shall be employed by the Employer on a guaranteed
first, one year
basis, after which employment will continue on an at-will
basis.
1.2 DUTIES
The Executive will have such duties as are assigned or delegated
to the
Executive by the Chief Executive Officer, and will serve as Vice
President and
Chief Financial Officer of the Employer. The Executive shall
maintain his
principal office at the headquarters in Pittsburgh,
Pennsylvania. The Executive
shall be required to travel outside that area to the extent
reasonably necessary
in the good faith judgment of the Chief Executive Officer to
advance the
interests of the Business. The Executive will be required to
oversee the
Employer's financial operations outside the U.S.A., which will
require
substantial travel to various countries. The Executive will
devote his entire
business time exclusively to the business of the Employer, will
use his best
efforts to promote the success of the Employer's business, and
will cooperate
fully with the Chief Executive Officer in the advancement of the
best interests
of the Employer. If the Executive is elected as a director of
the Employer or as
a director or officer of any of its affiliates, the Executive
will fulfill his
duties as such director or officer without additional
compensation.
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2. COMPENSATION
(a) Salary. The Executive will be paid a base Salary of
Twenty
Thousand Eight Hundred Thirty-Three and 34/100 Dollars
($20,833.34), per month (the "Salary"). The Salary shall be
payable in equal periodic installments according to the
Employer's customary payroll practices and policies and
shall
be subject to such withholdings as required by law or as
otherwise permissible under such practices or policies.
(b) Retirement and Health Benefits. The Executive will be
permitted to participate in such defined contribution
pension
plan, and 401K, hospitalization, and major medical plans of
the Employer that may be in effect from time-to-time, to the
extent the Executive is eligible under the terms of those
plans (collectively, the "Benefits").
(c) Bonuses. The Employer shall pay bonuses to the Executive
in
the amount, and subject to the terms and conditions set
forth
in Schedule A attached hereto, provided however, for the
fiscal year 2007, the bonus will be guaranteed at 35% of the
base salary applied on a pro-rata basis.
(d) Life Insurance. During the Executive's employment, the
Employee shall be eligible to participate in the Employer's
term or group life insurance benefit plan to the extent the
Employee meets applicable underwriting criteria at the
expense
of the Employer.
(e) Vacation. During his first full year of employment, the
Executive shall be entitled to two weeks vacation in
accordance with the Employer's then applicable vacation
policy. Thereafter, the Executive shall be entitled to three
weeks of vacation in accordance with the Employer's then
applicable vacation policy.
(f) Relocation. The Employer shall pay reasonable relocation
and
moving expenses for Executive and his immediate family's
personal and household goods. Prior to incurring any such
expenses, Executive shall obtain three competitive bids for
any relocation or moving services and submit such bids for
approval by the Employer. For any new residence that
Executive
will purchase in the close vicinity of Pittsburgh, or
another
location approved by the Chief Executive Officer, the
Employer
will also reimburse the Executive for closing costs of both
properties, subject to the following:
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(i) The Employer shall pay reasonable travel and
lodging expenses for three house-hunting trips for the
Executive and spouse. These, and any other miscellaneous
related relocation and moving expenses, shall not exceed
$10,000. The Employer shall gross up to the Executive, the
projected tax liability for payment of such expense by the
Employer. The commissions on the sale of the existing house
shall not exceed 5%. Points paid by the Executive to acquire
a
new mortgage will not be reimbursed.
(ii) Temporary housing for up to 90 days (or until he
is permanently relocated), before Executive's permanent
relocation in the Pittsburgh area, will be reimbursed for
all
reasonable expenses, by the Employer.
(iii) The Executive shall permanently re-locate to
the Pittsburgh area by moving his family and household
within
90 days from commencement of employment.
(g) Signing Bonus. Executive shall receive a signing bonus
of
Fifty Thousand Dollars ($50,000.00), payable 90 days after
the
start of employment.
3. TERMINATION
3.1 EVENTS OF TERMINATION
All rights of the Executive under this Agreement or otherwise as
an
employee of the Employer will terminate:
(a) upon the death of the Executive;
(b) upon the disability of the Executive (as defined in
Section
3.2) immediately upon notice from either party to the other;
(c) for cause (as defined in Section 3.3), immediately upon
notice
from the Employer to the Executive, or at such later time as
such notice may specify; or
(d) upon not less than ninety (90) days' prior notice by
either
party to the other.
3.2 DEFINITION OF DISABILITY
For purposes of Section 3.1, the Executive will be deemed to
have a "disability"
if, for physical or mental reasons, the Executive is unable to
perform the
essential functions of the Executive's duties under this
Agreement for 60
consecutive days, or 120 days during any twelve month period, as
determined in
accordance with this Section 3.2. The disability of the
Executive will be
determined by a medical doctor selected by the Employer, upon
fifteen days'
advance written notice to the Executive. The Executive must
submit to a
reasonable number of examinations by the medical doctor making
the determination
of disability under this Section 3.2, and the Executive hereby
authorizes the
disclosure and release to the Employer of such determination and
all supporting
medical records. The determination of the medical doctor
selected under this
Section 3.2 will be binding on both parties.
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3.3 DEFINITION OF "FOR CAUSE"
For purposes of this Agreement, the phrase "for cause" means:
(a) the
Executive's material breach of this Agreement; (b) the
Executive's violation of
any written Employer policy for which other employees would be
subject to
termination; (c) the appropriation (or attempted appropriation)
of a business
opportunity of the Employer, including attempting to secure or
securing any
personal profit in connection with any transaction entered into
on behalf of the
Employer; (d) the misappropriation (or attempted
misappropriation) of any of the
Employer's funds or property; (e) the conviction of, the
indictment for (or its
procedural equivalent), or the entering of a guilty plea or plea
of no contest
with respect to, a felony, the equivalent thereof, or any other
crime, with
respect to which imprisonment is the punishment; or (f) the
Executive's failure
to obey a written directive of the Chief Executive Officer,
Board of Directors
or Chairman of the Board, having a bearing on the Executive's
duties.
3.4 TERMINATION PAY
Effective upon the termination of the Executive's employment,
the Employer will
be obligated to pay the Executive (or, in the event of his
death, his estate)
only such compensation as is provided in this Section 3.4, and
in lieu of all
other amounts and in settlement and complete release of all
claims the Executive
may have against the Employer.
(a) Termination by the Employer for Cause. If the Employer
terminates
this Agreement for Cause, the Executive will be entitled to
receive his Salary
and Benefits only through the date such termination is
effective.
(b) Termination upon Disability. If this Agreement is terminated
by
either party as a result of the Executive's disability, as
determined under
Section 3.2, the Employer will continue to pay the Executive his
Salary through
the remainder of the calendar month during which such
termination is effective
and for the lesser of twelve consecutive months thereafter or
the period until
disability insurance benefits commence under any disability
insurance coverage
furnished by the Employer to the Executive.
(c) Termination upon Death. If this Agreement is terminated
because of
the Executive's death, the Executive will be entitled to receive
his Salary and
Benefits through the end of the calendar month in which his
death occurs.
(d) Termination by Notice by the Employer. After the guaranteed
first
year term, if this Agreement is terminated by Employer upon the
provision of
ninety (90) days' notice to the Executive thereof in accordance
with Section
3.1(d), the Employer will continue to pay the Executive his
Salary and Benefits
(excluding pension contribution) for six consecutive months
after the date of
such notice.
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