EXHIBIT
10.1
EMPLOYMENT
AGREEMENT
This Agreement
(“Agreement”) is entered into as of June 29, 2009, by
and between P.A.M Transportation Services, INC. ("PAM") and Daniel
H. Cushman (“EMPLOYEE”), and the parties therefore
agree as follows:
Subject to the
terms and conditions contained in this Agreement and during the
Term of this Agreement (as defined below), PAM hereby employs
EMPLOYEE in the position of “President” with such
duties and responsibilities as are commensurate with such office
and may from time-to-time be assigned to EMPLOYEE by PAM’s
Board of Directors.
EMPLOYEE hereby
accepts such employment as a full time employee, and while
employed, shall devote his full business time, skills, energy and
attention to the business of PAM, shall perform his duties in a
diligent, loyal, businesslike and efficient manner, all for the
sole purpose of enhancing the business of PAM, and in a manner
consistent with all PAM policies, resolutions and directives from
time to time stated or made by the Board of
Directors. Moreover, EMPLOYEE shall perform such
services and duties as are consistent with EMPLOYEE’s
position, are necessary or appropriate for the operation and
management of PAM, and as are normally expected of persons
appointed to chief executive positions in the business in which PAM
is engaged.
1.
Compensation for Services
PAM shall pay
to EMPLOYEE an annual base salary of $400,000.00 as their
President.
Base Salary
shall be payable in equal installments pursuant to PAM’s
payroll system in effect from time to time, less all applicable
taxes required to be withheld by PAM pursuant to federal, state or
local law.
Employee will
be reviewed annually for changes in base compensation and
bonus’.
EMPLOYEE shall
be entitled to fringe benefits provided by PAM for its employees in
the normal course of business.
PAM shall
reimburse EMPLOYEE for all reasonable and necessary business
expenses incurred by him in the performance of his duties hereunder
with respect to travel, entertainment and other business expenses,
subject to PAM’s business expense policies in effect from
time to time, including its procedures with respect to the manner
of incurring, reporting and documenting such expenses
4.
Proprietary Information
a. EMPLOYEE
shall forever hold in the strictest confidence and not disclose to
any person, firm, corporation or other entity any of PAM’s
Proprietary Information (as defined below) or any of PAM’s
Records (as defined below) except as such disclosure may be
required in connection with EMPLOYEE’s work for PAM and as
expressly authorized by PAM’s Board of Directors in
writing.
b. For
the purposes of this Agreement, the term “Proprietary
Information” shall mean inter company publications,
unpublished works, plans, policies, computer and information
systems, software and other information and knowledge relating or
pertaining to the products, services, sales or other business of
PAM or its successor, affiliates and customers in any way which is
of a confidential or proprietary nature, the prices it obtains or
has obtained from the sale of its services, its manner of
operation, its plans, processes or other data, contracts,
information about contracts, contract forms, business applications,
costs, profits, tax information, marketing information, advertising
methods, customers, potential customers, brokers, potential
brokers, employees, matters of a technical nature (including
inventions, computer programs, concepts, developments,
contributions, devices, discoveries, software and documentations,
secret processes or machines, including any improvements thereto
and know-how related thereto, and research projects, etc.), and
other information not generally available to the public, without
regard to whether all of the foregoing matters will be deemed
confidential, material or important. Anything to the
contrary notwithstanding, the parties hereto stipulate that any and
all knowledge, data and information gathered by the EMPLOYEE
through this Agreement, his employment with PAM and the operation
of the business of PAM is deemed important, material or
confidential, and gravely affects the effective and successful
conduct of the business of PAM and PAM 's good will; could not
without great expense and difficulty be obtained or duplicated by
others who have not been able to acquire such information by virtue
of employment with PAM; and that any breach of the terms of this
Paragraph 4 shall be deemed a material breach of this
Agreement.
c. EMPLOYEE
agrees that all creative work, including without limitation,
designs, drawings, specifications, techniques, models, processes
and software prepared or originated by EMPLOYEE during or within
the scope of employment whether or not subject to protection under
the federal copyright or other law constitutes work made for hire
all rights to which are owned by PAM. Moreover, EMPLOYEE
hereby assigns to PAM all right, title and interest whether by way
of copyright, trade secret, patent or otherwise, and all such work
whether or not subject to protection by copyright or other
law.
d. Upon
termination of employment with PAM or at any other time requested
by PAM, EMPLOYEE shall immediately return to PAM and not retain any
copies of, any records, data, lists, plans, policies, publications,
computer and information systems, files, diagrams and
documentation, data, papers, drawings, memos, customer records,
reports, correspondence, note books, service listing and any other
business record of any kind or nature (including without limitation
records in machine-readable or computer-readable forms) relating to
Proprietary Information (“Records”).
5.
Covenant Not To Compete
a. As
a material part of the consideration for this Agreement, EMPLOYEE
agrees to the following covenants not to compete with PAM, and with
all of its affiliated companies listed in Exhibit A to this
Agreement ("Affiliated Companies") during his employment and for a
one (1) year period following the termination of EMPLOYEE's
employment with PAM for any reason. EMPLOYEE agrees not
to interfere with customer contracts or solicit customers for a
period of one (1) year. These restrictions shall apply
to all PAM Customers and Customers of Affiliated
Companies. EMPLOYEE further agrees not to solicit,
retain, employ or accept business that is competitive from any PAM
employees, agents or owner operators, or the employees, agents or
owner operators of any Affiliated Companies. In the event Employee
is terminated pursuant to Section 8 subsection (d), the Covenant
Not to Compete will be for a period of six (6) months unless the
company elects the option to extend the Covenant Not To Compete up
to one (1) year provided the separation agreement in Section 8
subsection (d) provides for compensation up to one (1) year.
Anything contrary notwithstanding, this Paragraph 5 shall survive
after the termination or the earlier cancellation of this
Agreement.
b. Both
parties agree that the restrictions in this section are fair and
reasonable in all respects including the length of time that they
shall remain in effect and that PAM 's employment of EMPLOYEE upon
the terms and conditions of this Agreement is fully sufficient
consideration for EMPLOYEE's obligations under this
section.
|