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Exhibit 10.13
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), effective as of November
1,
2003, between Alpha Technologies Group,
Inc., a Delaware corporation (the
"Company"), and James Polakiewicz (the
"Employee").
WHEREAS, Employee has been serving as Chief Financial Officer of
the
Company, and the parties wish to provide
for the continuation of such services.
NOW,
THEREFORE, in consideration of the covenants and agreements
contained herein, the parties hereto agree
as follows:
1.
Employment, Duties and Acceptance.
1.1.
The Company hereby employs the Employee for the Term
(as hereinafter defined) to render services
to the Company and its subsidiaries
as its Chief Financial Officer and, in
connection therewith, to perform such
duties as he shall be directed by the
Company's Chairman of the Board of
Directors, President and the Board of
Directors to perform.
1.2.
Acceptance of Employment by the Employee. The
Employee hereby accepts such employment and
agrees to render his full time
services described above on the terms and
conditions set forth.
2.
Term of Employment. The term of the Employee's employment
under this Agreement (the "Term") shall
commence on the Effective Date hereof
and shall end on October 31, 2006, unless
sooner terminated pursuant to Article
5 of this Agreement.
3.
Compensation.
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3.1.
Salary. For services to be rendered pursuant to this
Agreement, the Company agrees to pay the
Employee a salary of $145,000 per annum
(the "Annual Salary"), payable in
accordance with the Company's regular payroll
practices but no less frequently than once
per month.
3.2.
Signing Bonus. As further inducement to the Employee
to enter into this Agreement, the Company
shall pay to Employee a bonus of
$25,000 payable during the first year of
the Term in such intervals determined
in good faith by the Company's Chief
Executive Officer given the Company's cash
flow from time to time during such
year.
3.3.
Incentive Compensation. For each of the Company's
fiscal years ending during the Term, the
Employee shall be awarded an incentive
bonus (the "Bonus") pursuant to a formula
to be determined by the compensation
committee of the Board of Directors, based
upon the Company's achieving approved
targeted earnings from continuing
operations before provision for income taxes
("Earnings"). For the purpose of
calculating the Bonus, the Company's Earnings
shall be conclusively determined from its
statement of income for each fiscal
year as certified by the Company's
independent certified public accountants.
Employee's Bonus, if any, shall be paid
within ten days after the filing of the
Company's Form 10-K for each fiscal year
ending during the Term, or February 28,
of the year following the end of each
fiscal year of the Term, whichever is
earlier. Automobile Allowance. During the
Term, the Company shall provide
Employee with an automobile allowance of
$600 per month.
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3.4.
Withholdings and Deductions. All Compensation
described in this Article 3 shall be less
such deductions as may be required to
be withheld by applicable law and
regulation.
4.
Expenses and Benefits.
4.1.
Expenses. The Company shall pay or reimburse the
Employee for all reasonable expenses
actually incurred or paid by him during the
Term in the performance of his services
under this Agreement, upon presentation
of expense statements or vouchers or such
other supporting information as it may
require.
4.2.
Benefits. The Employee shall be entitled to all
rights and benefits for which he shall be
eligible under any stock option or
extra compensation plan, pension, group
insurance or other so-called "fringe"
benefits which the Company may, in its sole
discretion, provide for him or for
its senior executive employees
generally.
4.3.
Vacation. The Employee shall be entitled to three
weeks paid vacation during each year of the
Term.
5.
Termination.
5.1.
Termination upon Death. If the Employee shall die
during the Term, this Agreement shall
terminate, except that the Employee's
legal representatives shall be entitled to
receive the Annual Salary provided
for in Section 3.1 of this Agreement
through the thirtieth day after the
Employee's death, and his Bonus shall be
calculated on a pro rata basis through
the end of the fiscal quarter immediately
preceding his death.
5.2.
Termination upon Disability. If, during the Term, the
Employee shall become physically or
mentally disabled, whether totally or
partially, so that he is unable
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substantially to perform his services
hereunder for (i) a period of six
consecutive months, or (ii) for shorter
periods aggregating six months during
any twelve-month period, the Company may at
any time after the last day of the
sixth consecutive month of disability or
the day on which the shorter periods of
disability shall have equaled an aggregate
of six months, by written notice to
the Employee (but before the Employee has
recovered from such disability),
terminate the term of the Employee's
employment hereunder. Notwithstanding such
disability, the Company shall continue to
pay the Employee the Annual Salary
herein provided for in Section 3.1 up to
and including the date of such
termination, and his Bonus shall be
calculated on a pro rata basis through the
end of the fiscal quarter immediately
preceding such termination.
5.3.
Termination for Cause. Nothing contained herein shall
preclude the Company from terminating this
Agreement for cause. As used herein
the term "for cause" shall be deemed to
mean and include with respect to the
Employee chronic alcoholism, drug
addiction, conviction of the Employee of any
felony, or of any lesser crime or offense
involving the property of the Company
or any of its subsidiaries or affiliates,
misappropriation of any mo
