AGREEMENT,
dated as of June 25, 1999, by and between UNIVERSAL SUPPLY
GROUP, INC., a New York corporation with its principal office
at 275 Wagaraw Road, Hawthorne, New Jersey 07506, (the "Company")
and WILLIAM SALEK, residing at 58 Burma Road, Wyckoff, New Jersey
07481 (the "Employee").
1.01.
Employment. Upon the terms and conditions hereinafter set
forth, the Company hereby employs the Employee, and the
Employee hereby accepts employment, as Vice President of the
Company.
1.02.
Employee represents and warrants to the Company that he is free to
enter into this Agreement in accordance with the terms hereof
and is under no restriction, contractual or otherwise, which would
interfere with his execution hereof or performance
hereunder.
1.3. Term. The
Employee's employment hereunder shall be for a term (the "Term")
commencing as of this date (the "Commencement Date") and
terminating at the close of business on December 31,
2004.
1.4. Duties.
During the Term, the Employee shall perform such duties, consistent
with his position hereunder, as may be assigned to him from time to
time by the Board of Directors. The Employee shall devote his best
efforts and his entire time, attention and energies, during regular
working hours, to the performance of his duties hereunder and to
the furtherance of the business and interests of the Company, its
subsidiaries and affiliate companies. Throughout the Term, Employee
shall engage in no other business activities other than the passive
supervision of his investments.
2.01
Compensation. For all services rendered by the Employee
hereunder and all covenants and conditions undertaken by him
pursuant to this Agreement, the Company shall pay, and the
Employee shall accept a salary at the rate of $85,000 per annum.
Compensation shall be payable not less frequently than in bi-weekly
installments. The Board of Directors of the Company may (but shall
not be obligated to), at any time and from time to time, grant to
the Employee an increase or increases in the compensation otherwise
payable pursuant to this Section 2.01, but such increase or
increases, if any, shall not be deemed to alter, modify, waive or
otherwise affect any other term, covenant or condition of this
Agreement.
2.02 Incentive
Compensation. For the balance of the calendar year 1999 and for
each of the calendar years 2000 through 2004, the Employee shall
receive, as Incentive Compensation, a percentage of the Incentive
Compensation Base. Incentive Compensation Base shall mean the
Company's net earnings (as determined by the Company in accordance
with generally accepted auditing standards consistent with those
used by Company's parent company) which are included in the parent
company's consolidated audited financial statements, plus the
amount of any deductions from net earnings which are made in such
statements for (i) interest paid or accrued in connection with the
acquisition of the Company, (ii) Federal income taxes, (iii) parent
company management fees or allocation of overhead from the parent
company either paid or accrued and (iv) Incentive Compensation
under this Agreement. For 1999 account shall be taken only of net
earnings during the period from April 1, 1999 through December 31,
1999. Earnings of businesses acquired by the Company shall be
included in determining Incentive Compensation base. Incentive
Compensation will be paid within 30 days following receipt by the
Company of the Independent Accountants' report for the year
involved and said report shall be binding and conclusive on the
calculation of net earnings and Incentive Compensation.
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Portion of Incentive
Compensation Base
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Additional Compensation
Percentages
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Up
to
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For example, if the Incentive Compensation Base
is $2,000,000, the additional compensation would be computed as
follows:
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Incentive
Compensation Base
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Additional
Compensation Percentages
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Incentive Compensation
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250,000
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at
0.25%
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625
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250,000
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at
0.50%
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1,250
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250,000
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at
0.75%
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1,875
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250,000
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at
1.00%
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2,500
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250,000
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at
1.25%
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3,125
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250,000
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at
1.50%
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3,750
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250,000
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at
1.75%
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4,375
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250,000
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at
2.00%
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5,000
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2,000,000
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22,500
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Total Incentive Compensation in this example
would be $22,500.
2.03. Deductions.
The Company shall deduct from the compensation described in Section
2.01 and Section 2.02 any Federal, state or local withholding
taxes, social security contributions and any other amounts which
may be required to be deducted or withheld by the Company pursuant
to any Federal, state or city laws, rules or
regulations.
2.04. Disability
Adjustments. Any compensation otherwise payable to
the Employee pursuant to Section 2.01 during any Disability
Period (as that term is hereinafter defined) shall be reduced by
any amounts payable to the Employee for loss of earnings or the
like under any insurance plan or policy the premiums for which are
paid for in their entirety by the company.
ARTICLE III
BENEFITS: EXPENSES
3.01 Fringe
Benefits. During the Term, the Employee shall be entitled to
participate, in amounts commensurate with the Employee's position
hereunder, in such group life, health, accident, disability or
hospitalization insurance plans, subject to underwriting
requirements as the Company, or its parent, may make available to
its other executive employees.
3.02. Expenses.
Upon presentation of an itemized account thereof, with such
substantiation as the Company shall require, the Company shall pay
or reimburse the Employee for the reasonable and necessary expenses
directly and properly incurred by the Employee in connection with
the performance of his duties hereunder, subject to guidelines
established by the Board of Directors.
3.03
Vacations. During the Term, the Employee shall be entitled
to paid holidays and paid vacations in accordance with the policy
of the Company as determined by the Board of Directors provided,
however, that the Employee shall be entitled to not less than four
weeks paid vacation during each year of the Term, to be taken at
times convenient to the Employee and to the Company.
3.04
Location. Notwithstanding anything which may be contained
herein to the contrary, the Employee's office shall be located in
northeastern New Jersey area and the performance of his duties
hereunder shall not require his continued presence outside of such
area if the Employee shall object thereto.
ARTICLE IV
TERMINATION
4.01.
Termination. The employment of the Employee, and the
obligations of the Employee and the Company hereunder, shall cease
and terminate (except as otherwise specifically provided in this
Agreement) upon the first to occur on the following dates (the
"Termination Date") described in this Section 4.01:
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(a)
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The date of
expiration b
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