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Exhibit 10.12
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), effective as of November
1,
2003, between Alpha Technologies Group,
Inc., a Delaware corporation (the
"Company"), and Robert Streiter (the
"Employee").
WHEREAS, Employee has been serving as President and Chief
Operating
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 as its President and
Chief Operating Officer and, in connection
therewith, to perform such executive
and managerial duties as he shall be
directed by the Company's Chairman of the
Board of Directors and the Company's Board
of Directors to perform.
1.2.
Acceptance of Employment by the Employee. The
Employee hereby accepts such employment and
agrees to render the executive and
managerial 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 $3 00,000 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.
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 each fiscal year of the
Term in which the Company's earnings
meet or exceed the forecast approved by the
Company's Board of Directors,
Employee's bonus shall be no less than 10%
of the Annual Salary. 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.
3.3.
Signing Bonus. As further inducement to the Employee
to enter into this Agreement, the Company
shall pay to Employee a bonus of
$100,000 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 cash
flow from time to time during such
year.
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.
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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 four
weeks paid vacation during each year of the
Term.
4.4.
Automobile Allowance. During the Term, the
Company shall provide Employee with an
automobile allowance of $800 per month.
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
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
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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
money or other assets or properties of the
Company or its subsidiaries, or
willful failure or refusal to substantially
perform the services required of the
Employee under this Agreement.
6.
Non-Competition.
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6.1.
During Term. During the T
