EXHIBIT 10.1
EMPLOYMENT AGREEMENT
BY AND AMONG
KSW MECHANICAL SERVICES, INC.
KSW, INC.
AND
FLOYD WARKOL
Effective as of January 1, 2006
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EMPLOYMENT AGREEMENT
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EMPLOYMENT AGREEMENT effective January 1, 2006 (this "Agreement"),
by
and among KSW MECHANICAL SERVICES, INC., a
Delaware Corporation, (the
"Company"), KSW, Inc., a Delaware
Corporation ("KSWI"), and FLOYD WARKOL
("Warkol").
WHEREAS, the Company is a subsidiary of KSWI;
WHEREAS, the Company recognizes that Warkol can contribute to
the
growth and success of the Company and
desires to retain the benefits of Warkol's
knowledge, expertise, experience and
services; and
WHEREAS, the Company desires to continue to employ Warkol on
the
terms and conditions set forth below; and
WHEREAS, Warkol desires to continue to
be employed by the Company.
NOW, THEREFORE, in consideration of the foregoing and the
mutual
covenants and promises of the parties
hereto contained herein, the parties agree
as follows:
1.
EMPLOYMENT
1.1 Term. The Company agrees to continue to employ Warkol as
Chairman
and Chief Executive Officer of the Company
and Warkol agrees to continue such
employment, subject to the terms and
provisions hereof, for the period beginning
the effective date hereof and ending 24
months following such date, unless
terminated earlier pursuant to Article 3 or
4 hereof (the "Term"). During the
Term, and for so long as Warkol is employed
by the Company hereunder, Warkol
shall also serve as the President and Chief
Executive Officer of KSWI and KSWI
shall employ Warkol in that capacity. If
Warkol is not a director of the Company
or KSWI, he shall nonetheless be entitled
to attend Board of Directors meetings
of the Company and KSWI.
1.2 Duties. During the Term, Warkol shall serve the Company as
its
senior executive officer and shall be
responsible for the management and
operations of the Company, including,
without limitation, all decisions made in
the ordinary course of business. Warkol
shall report to the Board of Directors
of KSWI. Warkol shall perform his duties
hereunder diligently, faithfully and to
the best of his ability. In addition to his
duties as Chairman and Chief
Executive Officer of the Company, Warkol
shall perform such duties as may from
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time to time be assigned to Warkol by an
authorized vote of the Board of
Directors of the Company. During the Term,
unless this Agreement is terminated,
Warkol shall not serve as a director of any
other business without the prior
consent of the Board of Directors, other
than serving on the Board of Directors
of various trade associations.
1.3 Place of Performance. Warkol shall perform his services
hereunder
in the New York City metropolitan area and
shall be provided with an office
similar in size and location to the office
he now occupies. Warkol may be
required to travel periodically on behalf
of the Company consistent with the
nature and scope of his duties.
1.4 Time Devoted to Employment. During the period January 1,
2006
through December 31, 2007, as his workload
permits, Warkol shall work four or
five weekdays a week, at his sole
discretion. Warkol shall devote all of his
business time, on the days he is working
for the Company, to the affairs and the
business of the Company and to the
performance of his duties hereunder, except
that Warkol may spend a portion of his
business time in the management of his
personal investments and serving as an
officer and/or director of industry
associations which enhance Warkol's
visibility in the business community;
provided that doing so does not materially
interfere with the performance of his
duties and services hereunder.
1.5 Vacations. During each calendar year during the Term,
Warkol
shall be entitled to four weeks vacation,
to be extended, subject to the
reasonable concurrence of the Board of
Directors, to six weeks if Warkol's
absence during the additional two weeks,
does not adversely impact the Company,
and provided that Warkol's duties can be
adequately carried out by the
management of the Company.
2. COMPENSATION
AND RELATED MATTERS
2.1 Base Salary. Subject to the provisions of Article 4 and 5
hereof,
as compensation for services rendered
hereunder, Warkol shall be paid based upon
an annual salary of $450,000, based on a
five-day workweek and pro-rated for a
four-day workweek, as applicable. Salary is
to be paid weekly in accordance with
the Company's normal payroll practices,
subject to deduction for withholding and
other applicable taxes and similar
charges.
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2.2 Bonus. In addition to the base salary set forth in paragraph
2.1
hereof, for the years 2006 and 2007, Warkol
shall receive each year an amount
equal to 9.5% of the annual profits, before
taxes, of the Company which are in
excess of $250,000, to be paid within 90
days after the end of each calendar
year. The computation of any bonus based on
the annual pretax profits of the
Company shall exclude the effect of any
income or expense with respect to the
Co-Op City Project. For the purpose of this
Agreement, pretax profit shall
exclude any bonuses due to Floyd
Warkol.
2.3 Benefits. (a) During the Term, and subject to the provisions
of
Article 4 hereof, Warkol and his spouse
shall be entitled to participate in and
be covered by, at the Company's cost and
expense, medical insurance coverage at
the same level of coverage previously
provided to Warkol.
(b) The Company shall maintain, at its own cost and expense, a
policy or policies of life insurance on
Warkol's life with $1 million payable to
the beneficiary of Warkol's choice upon
Warkol's death. Should Warkol's
employment with the Company be terminated,
Warkol shall be entitled to have such
policy assigned to him, whereupon he shall
assume all costs associated
therewith. The Company shall, at its own
cost and expense, provide to Warkol
disability insurance coverage providing
benefits equal to 60% of Base Salary, to
the extent commercially available.
(c) The Company has established a 401-(k) plan, in compliance
with the applicable regulations, and Warkol
shall be entitled to continue to
participate in such plan.
(d) The Company recognizes the benefits of Warkol's involvement
in the Construction Trade Associations and
shall permit Warkol to continue such
involvement at the expense of the Company,
which involvement may include
attendance at board meetings and
conventions at the expense of the Company.
(e) At any time that Warkol is required to travel by airplane
on
a trans-continental or international basis
for the purposes of conducting
Company business, Warkol shall be entitled,
at the expense of the Company, to
fly in business class. All other air travel
shall be coach class.
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(f) At the Company's cost and expense, in order to assist
Warkol
in the performance of his duties, Warkol
shall be provided with the use of a car
and the services of a chauffeur of
substantially the same nature that Warkol was
previously provided prior to the date
hereof. The Company acknowledges that the
nature of Warkol's duties requires Warkol
during the course of a business day to
be in a number of different locations and
accordingly, it is beneficial to the
Company for Warkol to have the availability
of a car and chauffeur.
(g) The Company shall reimburse Warkol for all necessary and
reasonable business expenses incurred by
him in the performance of his duties
under this Agre
