EXECUTIVE EMPLOYMENT AGREEMENT
DATED AS OF JANUARY 1, 2006
BETWEEN
COMMAND CENTER, INC.
AND
THOMAS E. GILBERT
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EMPLOYMENT AGREEMENT
This
EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") made this 1st day
of
January, 2006 (the "Effective Date"), by and between COMMAND
CENTER, INC., a
Washington corporation (hereinafter called "Company") and THOMAS E.
GILBERT, an
individual (hereinafter called "Executive").
RECITALS
A. Company
desires to employ Executive and Executive desires to accept
such employment, all on the terms and conditions hereinafter set
forth.
AGREEMENT
NOW,
THEREFORE, in consideration of the premises and of the mutual
covenants set forth in this Agreement, the parties hereto agree as
follows:
1.
EMPLOYMENT.
Subject to the terms and conditions of this Agreement, Company
hereby employs Executive, and Executive hereby accepts such
employment, as the
Chief Operating Officer of Company and in such other capacities and
for such
other duties and services as will from time to time be mutually
agreed upon by
Company and Executive, consistent with the position of the Chief
Operating
Officer and reporting directly to the Company's Chief Executive
Officer and the
Company's Board of Directors.
2. FULL
TIME OCCUPATION.
Executive will devote Executive's entire business time,
attention,
and efforts as reasonably necessary to the performance of
Executive's duties
under this Agreement, and will serve Company faithfully and
diligently and will
not engage in any other employment while employed by Company.
3.
COMPENSATION AND OTHER BENEFITS.
(a) SALARY. During the Employment Period (as defined herein),
Company will pay to Executive, as full compensation for the
services rendered by
Executive, a base salary at a rate of $120,000 per annum ("Base
Salary").
Company will pay the Base Salary in accordance with Company's
established
payroll procedures. Payments will be made in monthly installments,
or in such
other periodic installments upon which Company and Executive will
mutually
agree.
(b) BONUS; OPTIONS. In addition to the Base Salary, Executive
will
be eligible to receive annual bonus compensation (the "Annual
Bonus") and such
stock or option grants in an amount to be set by the Company's
Board of
Directors, acting in its sole and absolute discretion.
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(c) BENEFITS. During the Employment Period, Executive will be
entitled to participate in any group insurance, pension,
retirement, vacation,
expense reimbursement, stock option, and other plans, programs, and
benefits
approved by the Board of Directors of Company and made available
from time to
time to executive employees of Company generally during the term of
Executive's
employment hereunder. The foregoing will not obligate Company to
adopt or
maintain any particular plan, program, or benefit.
(d) REIMBURSEMENT. During the Employment Period, Company will
reimburse Executive for all travel and entertainment expenses and
other ordinary
and necessary business expenses incurred by Executive in connection
with the
business of Company and Executive's duties under this Agreement.
The term
"business expenses" will not include any item not deductible by
Company for
federal income tax purposes. Company's obligations under this
Section 3(d)
include reimbursement for the costs of Executive's spouse to
accompany Executive
on business travel, only if approved in writing by Company's Chief
Executive
Officer prior to such travel. To obtain reimbursement, Executive
will submit to
Company receipts, bills, or sales slips for the expenses
incurred.
4. TERM OF
EMPLOYMENT.
(a) EMPLOYMENT TERM. The term of Executive's employment
hereunder
will commence on the Effective Date and will continue for a period
of three
years following the Effective Date, unless and until terminated by
either party
pursuant to the terms of this Agreement (such period and any
extensions thereof,
the "Employment Period"). The term of Executive's employment
hereunder will
automatically renew for successive one-year terms, unless and until
terminated
by either party giving written notice to the other not less than 30
days prior
to the end of the then-current term or as otherwise set forth in
this Agreement.
(b) TERMINATION UNDER CERTAIN CIRCUMSTANCES. Notwithstanding
anything to the contrary herein contained:
(i) DEATH. Executive's employment will be automatically
terminated, without notice, effective upon the date of Executive's
death.
(ii) DISABILITY. If Executive will fail to perform any of
Executive's job duties under this Agreement as the result of
illness or other
incapacity, with or without reasonable accommodation, for a period
of more than
eight consecutive weeks, or for more than eight weeks within any
six-month
period, as determined by Company, Company may, at its option, and
upon notice to
Executive, terminate Executive's employment effective on the date
of that
notice.
(iii) CAUSE. Company may terminate Executive's employment
during the Employment Period for Cause. For purposes of this
Agreement, "Cause"
will mean any of the following:
(1) the failure of Executive to perform Executive's
duties pursuant to this Agreement to the reasonable satisfaction of
the Board of
Directors, which remains uncured for 15 days after a written demand
for
performance is delivered to Executive by the Board of Directors or
an executive
officer of Company that specifically identifies the manner in which
the Board of
Directors or such executive officer believes that Executive has not
performed
Executive's duties;
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(2) Executive's indictment for, or conviction of, a
crime involving moral turpitude whether or not relating to
Company;
(3) gross negligence or willful misconduct by Executive
in the performance of his duties as an employee of Company;
(4) the association, directly or indirectly, of
Executive, for his profit or financial benefit, with any person,
firm,
partnership, association, entity, or corporation that competes with
Company;
(5) the disclosing or using of any material Confidential
Information (as hereinafter defined) of Company at any time by
Executive, except
as required in connection with his duties to Company;
(6) the
breach by Executive of his fiduciary duty or
duty of trust to Company, including, but not limited to, the
commission by
Executive of an act of fraud or embezzlement against Company;
(7) chronic absenteeism;
(8) substance abuse; or
(9) any other material breach by Executive of any of the
terms or provisions of this Agreement, which other material breach
is not cured
within ten business days of notice by the Company.
(iv) CHANGE OF CONTROL. In the event of a Change of Control
(as defined below), Company or Executive may, each at their
respective options,
upon written notice to the other, terminate Executive's employment
by providing
the other party with 30 days' written notice after the effective
date of the
Change of Control. For the purposes of this Agreement, a "Change in
Control"
will be deemed to have occurred if and when:
(1) TURNOVER OF BOARD. The following individuals no
longer constitute a majority of the members of the Board of
Directors of
Company: (1) the individuals who, as of the Effective Date,
constitute the Board
of Directors of Company (the "Current Directors"); (2) the
individuals who
thereafter are elected to the Board of Directors of Company and
whose election,
or nomination for election, to the Board of Directors of Company
was approved by
a vote of at least two-thirds (2/3) of the Current Directors then
still in
office (such directors becoming "Additional Directors" immediately
following
their election); and (3) the individuals who are elected to the
Board of
Directors of Company and whose election, or nomination for
election, to the
Board of Directors of Company was approved by a vote of at least
two-thirds
(2/3) of the Current Directors and Additional Directors then still
in office
(such directors also becoming Additional Directors immediately
following their
election);
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(2) TENDER OFFER. A tender offer or exchange offer is
made whereby the effect of such offer is to take over and control
Company, and
such offer is consummated for the equity securities of Company
representing 20%
or more of the combined voting power of Company's then outstanding
voting
securities;
(3) MERGER OR CONSOLIDATION. The shareholders of Company
will approve a merger, consolidation, recapitalization, or
reorganization of
Company, or consummation of any such transaction if shareholder
approval is not
obtained, other than any such transaction that would result in at
least 75% of
the total voting power represented by the voting securities of the
surviving
entity outstanding immediately after such transaction being
beneficially owned
by the holders of outstanding voting securities of Company
immediately prior to
the transaction, with the voting power of each such continuing
holder relative
to other such continuing holders not substantially altered in the
transaction;
or
(4) LIQUIDATION OR SALE OF ASSETS. The shareholders of
Company will approve a plan of complete liquidation of Company or
an agreement
for the sale or disposition by Company of all or a substantial
portion of
Company's assets
