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Exhibit
10.3
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT ("Agreement") is made and entered
into as of this date by and between Employer, and James K. Wiseman,
III ("Employee").
WHEREAS, for purposes of this Agreement "Employer" shall mean
Industrial Services of America, Inc., or any successors thereto,
and any other entity controlled by Employer.
WHEREAS, Employer and Employee desire that the term of this
Agreement begin on April 4, 2007 ("Effective Date").
WHEREAS, Employer desires to employ Employee as its Scrap
Manager, and Employee is willing to accept such employment by
Employer, on the terms and subject to the conditions set forth in
this Agreement.
NOW THEREFORE, IT IS AGREED AS FOLLOWS:
Section 1. Duties .
1.1 During the term of this
Agreement, Employee agrees to be employed by and to serve Employer
as its Scrap Manager, and Employer agrees to employ and retain
Employee in such capacities. Employee shall devote all of his
business time, energy, and skill to the affairs of the Employer.
Employee shall report to the Employer's Chief Operating Officer or
such other officer as the Board of Directors may direct and at all
times during the tern of this Agreement shall have powers and
duties at least commensurate with his position.
Section 2. Terms of Employment.
2.1 Definitions.
For the purposes of this Agreement
the following terms shall have the following meanings:
A. "Executive Officer" shall mean Employer's President, Chief
Executive Officer, and Chief Operating Officer.
B. "Termination For
Cause" shall mean termination by Employer of Employee's employment
by Employer by reason of Employee's willful dishonesty towards,
fraud upon, or deliberate injury or attempted injury to, Employer
or by reason of Employee's willful material breach of this
Agreement which has resulted in material injury to Employer, or by
Employee's insubordination or willful failure to follow
instructions pursuant to instructions from an Executive Officer or
resolution of the Board of Directors.
C. "Termination Other
Than For Cause" shall mean termination by Employer of Employee's
employment by Employer (other than in a Termination for Cause) and
shall include constructive termination of Employee's employment by
reason of material breach of this Agreement by Employer
D. "Voluntary
Termination" shall mean termination by Employee of Employee's
employment with Employer other than (i) constructive termination as
described in subsection 2.1 (B), and (ii) termination by reason of
Employee's death or disability as described in Sections 2.5 and
2.6.
2.2 Initial Term.
The term of employment of Employee by Employer shall be for a
period of five (5) years beginning with Effective Date ("Initial
Term"), unless terminated earlier pursuant to this Section. At any
time more than 90 days prior to the expiration of the Initial Term,
Employer or Employee may give a notice of nonrenewal and this
Agreement shall terminate at the end of the Initial Term or any
Renewal Term. If a notice of nonrenewal is not given, Employee's
employment under the terms of this Agreement shall be extended for
an additional one year period.
2.3 Termination For Cause.
Termination For Cause may be effected by Employer at any
time during the term of this Agreement and shall be effected by
written notification to Employee. Upon Termination For Cause,
Employee shall promptly be paid all accrued salary, bonus
compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under
any plans of the Employer in which Employee is a participant to the
full extent of Employee's rights under such plans, accrued vacation
pay and any appropriate business expenses incurred by Employee in
connection with his duties hereunder, all to the date of
termination, but Employee shall not be paid any other compensation
or reimbursement of any kind, including without limitation,
severance compensation.. Termination shall be effective upon
delivery of the notice.
2.4 Termination Other Than
For Cause. Notwithstanding
anything else in this
Agreement, Employee may effect a Termination Other Than For Cause
at any time upon giving written notice to Employer of such
termination. The notice shall contain a detailed description of the
facts on which Employer relies for the Employer's breach. Employer
shall have ten (10) days to cure any breach. If Employer and
Employee do not agree that Employer is performing its obligations
under this Agreement, such disagreement shall be resolved as set
forth in Section 6. Termination Other Than For Cause, Employee
shall promptly be paid all accrued salary, bonus compensation to
the extent earned, vested deferred compensation (other than pension
plan or profit sharing plan benefits and stock appreciation rights
which will be paid in accordance with the applicable plan), any
benefits under any plans of the Employer in which Employee is a
participant to the full extent of Employee's rights under such
plans, accrued vacation pay and any appropriate business expenses
incurred by Employee in connection with his duties hereunder, all
to the date of termination and severance compensation in an amount
equal to Employee's remaining base salary payable monthly
throughout the end of the initial term. Employee shall not be paid
any other compensation or reimbursement of any kind. Termination
shall be effective the last day of the month following the month in
which the cure period expires or decision is reached through
dispute resolution.
2.5 Termination by Reason of
Disability. If, during
the term of this Agreement, Employee, in the reasonable judgment of
the Board of Directors of Employer, has failed to perform his
duties under this Agreement on account of illness or physical or
mental incapacity, and such illness or incapacity continues for a
period of more than six (6) consecutive months, Employer shall have
the right to terminate Employee's employment hereunder by written
notification to Employee and payment to Employee of all accrued
salary, bonus compensation to the extent earned, vested deferred
compensation (other than pension plan or profit sharing plan
benefits which will be paid in accordance with the applicable
plan), any benefits under any plans of the Employer in which
Employee is a participant to the full extent of Employee's rights
under such plans, accrued vacation pay and any appropriate business
expenses incurred by Employee in connection with his duties
hereunder, all to the date of termination, with the exception of
medical and dental benefits which shall continue through the
expiration of this Agreement, but Employee shall not be paid any
other compensation or reimbursement of any kind, including without
limitation, severance compensation.
2.6 Death. In the
event of Employee's death during the term of this Agreement,
Employee's employment shall be deemed to have terminated as of the
last day of the month during which his death occurs and Employer
shall promptly pay to his estate or such beneficiaries as Employee
may from time to time designate all accrued salary, bonus
compensation to the extent earned, vested deferred compensation
(other than pension plan or profit sharing plan benefits which will
be paid in accordance with the applicable plan), any benefits under
any plans of the Employer in which Employee is a participant to the
full extent of Employee's rights under such plans,
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