Exhibit 10.1
EMPLOYMENT
AGREEMENT
THIS EMPLOYMENT AGREEMENT (this
“Agreement”) is made this 28th day of May, 2009, (the
“Effective Date”) by and between David J. Langevin
(“Employee”) and Manitex International, Inc. a Michigan
corporation, whose address is 7402 W. 100 th Place, Bridgeview, Illinois 60455 (the
“Company”).
RECITALS
WHEREAS , the Company is engaged in the business of the
design, manufacturing, and sale of specialty equipment (the
“Business”).
WHEREAS , the Company desires to employ Employee as its
Chairman and Chief Executive Officer, and Employee desires to be
employed by the Company, upon the terms and conditions set forth in
this Agreement.
NOW, THEREFORE
, in consideration of the mutual
covenants and obligations contained herein, and intending to be
legally bound, the parties, subject to the terms and conditions set
forth herein, agree as follows:
TERMS
1. Employment Term . Subject
to the terms and conditions set forth herein, the Company agrees to
employ Employee, and Employee hereby accepts employment, as the
Chairman and Chief Executive Officer of the Company and its
subsidiaries, or a similar executive position (the
“Position”), for a term commencing on June 15,
2009 (the “Commencement Date”) and ending on
June 15, 2012 (the “ Employment Term ”)
unless otherwise terminated under this Agreement. The Employment
Term will automatically extend for successive periods of one year
at the end of the then current Employment Term unless either the
Company or Employee notifies the other in writing (a “
Non-Renewal Notice ”) of the expiration of the
Employment Term at least 90 days prior to the end of the then
current Employment Term. Employee and the Company agree that
Employee’s employment with the Company constitutes
“at-will” employment. Employee and the Company
acknowledge that this employment relationship may be terminated at
any time, upon written notice to the other party, with or without
good cause or for any or no cause, at the option either of the
Company or Employee. However, as described in this Agreement,
Employee may be entitled to severance benefits depending upon the
circumstances of Employee’s termination of
employment.
2. Duties . During the Term,
Employee shall serve the Company faithfully and to the best of
Employee’s ability, shall devote Employee’s full
attention, skill and efforts to the performance of the duties of
the Position. Employee shall report to the Company’s Board of
Directors. Employee will render such business and professional
services in the performance of his duties, consistent with
Employee’s position within the Company, as will reasonably be
assigned to him by the Board. During the Employment Term, Employee
will devote Employee’s full business efforts and time to the
Company and will use good faith efforts to discharge
Employee’s obligations under this
Agreement to the best of Employee’s ability. For the duration
of the Employment Term, Employee agrees not to actively engage in
any other employment, occupation, or consulting activity for any
direct or indirect remuneration without the prior approval of the
Board; provided, however that Employee may, without the approval of
the Board, serve in any capacity with any civic, educational, or
charitable organization, provided such services do not interfere
with Employee’s obligations to Company.
3. Other Business Activities
. During the Employment Term, other than as provided in
Section 2 above, Employee will not engage in any other
business activities or pursuits which are contrary to
Employee’s responsibilities and obligations pursuant to this
Agreement.
4. Compensation .
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a.
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Base
Salary . As of the
Effective Date, the Company will pay Employee an annual salary of
$350,000 as compensation for his services (such annual salary, as
is then effective, to be referred to herein as “Base
Salary”). The Base Salary will be paid periodically in
accordance with the Company’s normal payroll practices and be
subject to the usual, required withholdings. Employee’s
salary will be reviewed annually by the Compensation Committee of
the Board, or any successor thereto (the “Committee”)
at the beginning of each year on or about June 1, and
adjustments may be made at the discretion of the
Committee.
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b.
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Annual
Incentive . Employee will
be eligible to receive annual cash incentives payable for the
achievement of performance totals established by the Committee. The
actual earned annual cash incentive, if any, payable to Employee
for any performance period will depend upon the extent to which the
applicable performance goal(s) specified by the Committee are
achieved and will be decreased or increased accordingly. All
payment of Annual Incentive shall be subject to normal and
customary withholdings.
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5. Benefits . Employee shall
be entitled to those employee benefits which the Company from time
to time generally make available to employees and/or Employees
(“Benefits”) pursuant to the terms and conditions of
the Company’s benefit plans and/or policies. The Benefits
shall initially include, without limitation:
a. Medical, dental, vision, and life
and disability insurance and such other benefits as the Company may
determine from time to time.
b. Incentive, savings and retirement
plans, practices, policies and programs applicable to Employees of
the Company, including 401(k), and stock matching.
c. Paid vacation time in accordance
with the plans, practices, policies and programs applicable to
Employees of the Company at four weeks for each calendar
year.
d. Monthly reimbursement of a single
country and/or private club dues incurred by him.
6. Reimbursement of Business
Expenses . Subject to such conditions as the Company may from
time to time determine, Employee shall be reimbursed for ordinary
and reasonable documented expenses incurred by Employee in the
performance of Employee’s duties under this Agreement. In
addition, Employee shall be entitled to a monthly automobile
expense in the amount of One Thousand Hundred Dollars ($1,000).
Employee shall also be reimbursed for cellular telephone and
personal data assistant costs and expenses as well as customary
expenses relating to professional activities.
7. Confidentiality . Employee
recognizes and acknowledges that the Confidential Information (as
hereinafter defined) is a valuable, special and unique asset of the
Company. As a result, both during the Term and for a period the
greater of two years or when Employee no longer received
compensation or Severance hereunder, Employee shall not, without
the prior written consent of the Company, for any reason, either
directly or indirectly divulge to any third party or use for
Employee’s own benefit or for any purpose other than the
exclusive benefit of the Company any confidential, proprietary,
business or technical information or trade secrets of the Company
or of any subsidiary or affiliate of the Company
(“Confidential Information”) revealed, obtained or
developed in the course of Employee’s employment with the
Company. Such Confidential Information shall include, but shall not
be limited to, the intangible personal property described in
Section 8.b hereof, any information relating to methods of
production, manufacture, service, research, specifications,
computer codes, business, marketing and sales techniques and
concepts, other data and materials used in performing the
Employee’s duties (other than his personal contact list),
costs, business studies, finances, marketing data, plans and
efforts, the terms of contracts and agreements with customers,
contractors and suppliers, litigation strategy and other
Confidential Information relating to litigation, the
Company’s relationship with actual and prospective customers,
contractors and suppliers and the needs and requirements of, and
the Company’s course of dealing with, any such actual or
prospective customers, contractors and suppliers, personnel
information, and any other materials that have not been made
available to the industry; provided, that nothing herein contained
shall restrict Employee’s ability to make such disclosures
during the course of Employee’s employment as may be
necessary or appropriate to the effective and efficient discharge
of the duties required by or appropriate for Employee’s
Position or as such disclosures may be required by law; and further
provided, that nothing herein contained shall restrict Employee
from divulging or using for Employee’s own benefit or for any
other purpose any Confidential Information that is readily
available to the general public so long as such information did not
become available to the general public as a direct or indirect
result of Employee’s breach of this
Section 7.
8. Inventions and Property
.
a. Title to Proprietary
Information . All right, title and interest in and to
proprietary information shall be and remain the sole and exclusive
property of the Company. During the Term, Employee shall not remove
from the Company’s offices or premises any documents,
records, notebooks, files, correspondence, reports, memoranda or
similar materials of, or containing, proprietary or Confidential
Information or other materials or property of any kind belonging to
the Company, unless necessary or appropriate in accordance with the
duties and responsibilities required by or appropriate for
Employee’s position, and, in the event that such materials or
property are removed, all of the foregoing shall be returned to
their proper files or places of safekeeping as promptly as possible
after the removal.
b. Development of Intellectual
Property .
i. Employee agrees that all right,
title and interest in and to any innovations, designs, systems,
analyses, ideas for sales and marketing programs, customer
contacts, and all copyrights, patents, trademarks and trade names,
or similar intangible personal property which have been or are
developed or created in whole or in part by Employee (A) at
any time and at any place during Employee’s employment with
the Company and which, in the case of any or all of the foregoing,
are related to and used in connection with the Business or any
other business of the Company, (B) as a result of tasks
assigned to Employee by the Company or (C) from the use of
premises or personal property (whether tangible or intangible)
owned, leased or contracted for by the Company (collectively, the
“Intellectual Property”), shall be and remain forever
the sole and exclusive property of the Company. Employee shall
promptly disclose to the Company all Intellectual Property and
Employee shall have no claim for additional compensation for the
Intellectual Property.
ii. Employee acknowledges that all
the Intellectual Property that is copyrightable shall be considered
a work made for hire under United States Copyright Law. To the
extent that any copyrightable Intellectual Property may not be
considered a work made for hire under the applicable provisions of
the United States Copyright Law, or to the extent that,
notwithstanding the foregoing provisions, Employee may retain an
interest in any Intellectual Property that is not copyrightable,
Employee hereby irrevocably assigns and transfers to the Company
any and all right, title, or interest that Employee may have in the
Intellectual Property under copyright, patent, trade secret and
trademark law, in perpetuity or for the longest period otherwise
permitted by law, without the necessity of further consideration.
The Company shall be entitled to obtain and hold in their own name
all copyrights, patents, trade secrets, and trademarks with respect
thereto.
iii. Employee further agrees to
reveal promptly all information relating to the same to an
appropriate officer of the Company and to cooperate with the
Company and execute such documents as may be necessary or
appropriate (A) in the event that the Company desires to seek
copyright, patent or trademark protection, or other analogous
protection, thereafter relating to the Intellectual Property, and
when such protection is obtained, to renew and restore the same,
and (B) to defend any opposition proceedings in respect of
obtaining and maintaining such copyright, patent or trademark
protection, or other analogous protection.
9. Non-Competition
a. Employee agrees that the Employee
shall not during the Employee’s employment with the Company,
and, if the Employee’s employment is terminated for any
reason other than termination of employment without Just Cause or
for Good Reason, thereafter for a period of two (2) years,
directly or indirectly, engage in or become employed by any
Prohibited Business as defined below.
b. The Employee agrees that if the
Employee’s employment is terminated without Just Cause (as
defined in Section 10.1 hereof) or for Good Reason (as defined
in Section 10.b hereof), thereafter during the period in which
the Employee is receiving payments under either Section 10.d
or 10.e hereof, directly or indirectly, Employee shall not in any
capacity, engage or participate in or become em
