Exhibit 10.1
EMPLOYMENT AGREEMENT
WARWICK
VALLEY TELEPHONE COMPANY (the “Company”) and KENNETH H.
VOLZ (“Executive”) agree to enter into this EMPLOYMENT
AGREEMENT effective as of June 4, 2007 as follows:
1.
Employment.
The
Company hereby agrees to employ Executive, and Executive hereby
agrees to be employed by the Company, upon the terms and subject to
the conditions set forth in this Agreement.
Executive acknowledges and agrees that his employment is contingent
upon his execution and compliance with the Confidentiality,
Non-Solicitation and Non-Competition Agreement attached to this
Agreement as Attachment A, which survives the term of his
employment.
2.
Term of
Employment.
| (a) |
|
The period of Executive’s employment under this Agreement
shall begin as of June 4, 2007 (the “Effective
Date”) and shall continue until June 3, 2008 (the
“Initial Term”) and shall be renewed automatically for
successive one-year periods thereafter (a “Renewal
Period”), unless Executive or the Company gives written
notice of nonrenewal to the other at least ninety (90) days before
the expiration of the Initial Term or any subsequent Renewal
Period. |
| (b) |
|
Notwithstanding the foregoing, Executive’s employment may
be terminated by the Company or by Executive at any time for any
reason, with or without cause. Unless Executive is terminated for
“Cause,” the Company will provide Executive with
60 days written notice of termination, or alternatively
continuation of pay and benefits in lieu of notice. |
| (c) |
|
For purposes of this Agreement, the term “Cause”
shall mean any of the following: (A) conviction of a crime
(including conviction on a nolo contendere plea) involving the
commission by Executive of a felony or of a criminal act involving,
in the good faith judgment of the Chief Executive Officer, fraud,
dishonesty, or moral turpitude; (B) deliberate and continual
refusal to perform employment duties reasonably requested by the
Company or an affiliate after thirty (30) days’ written
notice by certified mail of such failure to perform, specifying
that the failure constitutes cause (other than as a result of
vacation, sickness, illness or injury); (C) fraud or
embezzlement determined in accordance with the Company’s
normal, internal investigative procedures consistently applied in
comparable circumstances; or (D) gross misconduct or gross
negligence in connection with the business of the Company or an
affiliate which has a substantial adverse effect on the Company or
the affiliate. |
| (d) |
|
As used in this Agreement, the phrase “Employment
Term” refers to Executive’s period of employment from
the date of this Agreement until the date his employment
terminates. |
3.
Duties and
Responsibilities.
| (a) |
|
The Company will employ Executive as its Vice President, Chief
Financial Officer and Treasurer. In such capacity, Executive shall
perform the customary duties and have the customary
responsibilities of such positions and such other duties as may be
assigned to Executive from time to time by the President and Chief
Executive Officer (the “President”) of the Company.
Executive will exercise his judgment in accordance with the highest
ethical standards. |
| (b) |
|
Executive agrees to faithfully serve the Company, devote his
full working time, attention and energies to the business of the
Company, its subsidiaries and affiliated entities, and perform the
duties under this Agreement to the best of his abilities. |
| (c) |
|
Executive agrees (i) to comply with all applicable laws,
rules and regulations; (ii) to comply with the Company’s
rules, procedures, policies, requirements, and directions; and
(iii) not to engage in any other business or employment without the
written consent of the Company except as otherwise
specifically |
23
provided
herein.
4.
Compensation and
Benefits.
| (a) |
|
Base Salary . During the Employment Term, the Company
shall pay Executive a base salary at the annual rate of $225,000
per year or such higher rate as may be determined annually by the
Company (“Base Salary”). Such Base Salary shall be paid
in accordance with the Company’s standard payroll practice
for executives. |
| (b) |
|
Annual Bonus. During the Employment Term, Executive will
be eligible to receive an annual bonus as determined in accordance
with the “Applicable Plan” approved by the Board for
Executives. Such bonus shall be payable as soon as practicable
after the stockholder’s annual meeting following the fiscal
year to which the bonus relates and no later than the second pay
period after that meeting. In order to be eligible to receive
payment of any portion of an annual bonus, Executive must be
actively employed by the Company on the payment date. |
The amount of
the bonus for fiscal year 2007, and for subsequent years absent any
revised approved “Applicable Plan”, shall be determined
by the following two separate components:
| |
(i) |
|
Executive shall be eligible to receive a bonus equal to 4.5% of
the excess, if any, of (A) Operating Income for the fiscal
year over (B) the approved annual target EBIT for that year,
up to a maximum of 15% of Executive’s base pay. |
| |
| |
(ii) |
|
Executive also shall be eligible to receive an additional bonus
determined by the Board of Directors in its sole discretion based
on Executive’s achievement of his Annual Objectives. The
amount of such bonus shall be equal to 15% of base pay if Executive
achieves his Annual Objectives and may be as low a 0% of base pay
if the Executive’s performance falls far short of his
individual objectives, or may be as high as 30% of base pay if his
performance far exceeds his objectives. |
For 2007, the
base pay used for both components of this bonus will be the seven
(7) months pay from June 4, 2007 to December 31,
2007.
| (c) |
|
Stock Value Appreciation Bonus. For each calendar year
Executive is employed under this Agreement, the Executive shall be
eligible, without any need to |
|
