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Exhibit 10.1
EMPLOYMENT AGREEMENT
Sequa Corporation, its affiliates, subsidiaries, divisions,
successors and assigns, ("Sequa Corporation" or the "Company"), and
Martin Weinstein, an individual residing at 20 West 64
th Street, One Lincoln Plaza, New York, New York 10023,
("Executive"), mutually agree to enter into this Employment
Agreement ("Agreement") this 25 th day of January 2007
the terms and conditions of which are set forth below:
Employment
.
The Company shall employ Executive in the
position of Vice Chairman and Chief Executive Officer of Sequa
Corporation, reporting to the Chairman of the Board of Directors of
Sequa Corporation. Executive shall also serve on the
Company’s Management Executive Committee. The Effective
Date of this Agreement is the date first hereinabove appearing
("Effective Date").
Term .
The term of Executive’s employment
hereunder (the "Employment Term") shall commence as of the
Effective Date, and shall, unless otherwise extended, continue for
a term of five (5) years. At the end of each year of service
hereunder, the Employment Term shall be extended for another year,
so that the Employment Term continues to be five (5) years without
expiration, except if the Executive’s employment is
terminated in accordance with any of the provisions of Section 5
hereof.
Duties .
Executive shall faithfully, diligently, and exclusively perform
services on behalf of the Company to the best of his ability during
the term of this Agreement, and shall devote his full working time,
attention, and energies to the business of the Company, its
subsidiaries, divisions, and affiliated entities. While
Executive is employed in the position of Vice Chairman and Chief
Executive Officer of the Company, Executive further agrees to
perform, for no additional consideration, such other duties and to
assume any such other responsibilities, as may be reasonably
assigned by the Company’s Board of Directors.
Compensation
.
Base Salary .
For the services rendered by the
Executive for the Company and in consideration for the covenants
contained in this Agreement, the Company shall pay the Executive an
annual base salary of not less than eight hundred eighty thousand
dollars ($880,000) to be paid on normal payroll dates, less lawful
deductions, in accordance with the Company’s payroll
practices. Executive’s base salary may be increased on
an annual basis during the term of this Agreement, at the sole
discretion of the Board of Directors of the Company, taking into
account, among other things, individual performance and general
business conditions.
Benefits . Executive
shall be eligible to participate in and receive benefits under the
Company’s various employee benefit plans, policies, or
arrangements, subject to the same terms and conditions as other
similarly situated executive employees of the Company. Such
employee benefits currently include health, dental, disability and
life insurance, 401K plan, pension, and SERP. The Company
(including the officers and administrators who have responsibility
for administering the plans) retains full discretionary authority
to interpret the terms of the plans, as well as full discretionary
authority with regard to administrative matters arising in
connection with the plans including but not limited to issues
concerning benefit eligibility and entitlement. The Company
reserves the absolute right to modify, amend, or terminate benefits
applicable to Executive and similarly situated executive employees
of the Company at any time and for any reason, consistent with the
terms of said benefit plans. In the determination of
eligibility or benefits, the terms of the actual plan documents
shall control.
Bonus . Executive shall
be eligible to participate in the Company’s Management
Incentive Bonus Plan for Corporate Executive Officers and the Sequa
Corporation Long-Term Incentive Plan in accordance with the terms
thereof and subject to the same terms and conditions as other
similarly situated Company executives.
Stock Options . The
terms of the Sequa Corporation 1998 Key Employees Stock Option Plan
and any related option agreements shall govern all issues relating
to such options including vesting and exercise rights.
Restricted Stock . At
the Effective Date of this Agreement, the Company shall issue to
Executive fifty thousand (50,000) shares (to be adjusted as
necessary in connection with any stock splits) of restricted shares
of Class A Common Stock which shall vest ratably over the
Employment Term at the rate of twenty percent (20%) (ten thousand
(10,000) shares) per year. Such vesting shall, however, be
contingent upon the Company earning minimum earnings per share
("EPS") as established under the Company’s Management
Incentive Bonus Plan for Corporate Executive Officers for the
applicable year. If the Company fails to earn minimum EPS in
any given year, no restricted shares of Class A Common Stock shall
ever be vested for that particular year but shall be held for
possible vesting in a future year. Upon vesting of a twenty
percent (20%) block of restricted shares of Class A Common Stock
(promptly following determination of the EPS), the Company shall
cause an additional twenty percent (20%) to be issued to Employee;
thus, fifty thousand (50,000) restricted shares of Class A Common
Stock shall be perpetually eligible for vesting. In the event
Executive is terminated without Cause as provided in Section 5(d)
hereof or, in the event employment is terminated following a Change
of Control as provided in Section 5(f) hereof, all restricted
shares of Class A Common Stock shall become vested upon either such
termination and the cash equivalent value shall be paid out
pursuant to Section 6(d)(ix) or Section 6(e)(ix), whichever is
applicable..
Automobile . Executive
shall be provided with a Company automobile in accordance with the
Company’s policies and subject to the same terms and
conditions as similarly situated executive employees of the
Company, as determined in good faith by the Company.
Vacation . Executive shall be entitled to vacation
in accordance with the Company’s policies and subject to the
same terms and conditions as similarly situated executive employees
of the Company. All earned and accrued but unused vacation
shall be paid at termination for any reason.
Deductions . All
salary, bonuses, and compensation paid to Executive shall be less
all applicable withholding taxes and lawful
deductions.
Termination .
Employment under this Agreement may, subject
to Company’s obligations under Section 6 hereof, be
terminated either by Executive or by the Board of Directors of the
Company, as the case may be, under the following
circumstances:
Death .
Executive’s employment hereunder shall terminate upon
Executive’s death.
Disability . The Executive’s employment
hereunder shall terminate upon Executive becoming "Totally
Disabled." For purposes of this Agreement, the Executive
shall be "Totally Disabled" if he is physically or mentally
incapacitated so as to render him incapable of performing the
essential functions of the job and such incapacity cannot be
reasonably accommodated by the Company without undue
hardship. The Executive’s receipt of Social Security
Disability benefits or eligibility for Long Term Disability
benefits shall be deemed conclusive evidence of Total Disability
for purposes of this Agreement.
Cause
. The Company may terminate Executive’s employment
hereunder at any time for Cause, immediately and without prior
notice. For purposes of this Agreement, the term "Cause"
shall mean a reasonable and good faith determination by the Board
of Directors of the Company that the Executive (i) has been
convicted of, or entered a nolo contendere plea as to,
a criminal act of fraud or moral turpitude (but not including
a misdemeanor) (ii) is in material breach of
Sections 7 and 8 of this Agreement; (iii) intentionally refuses
(except by reason of incapacity due to physical or mental illness
or disability by the Executive) to perform his duties as an
employee of the Company; (iv) is in material breach of the
provisions of the Company’s trade secrets agreement to which
he is a party; (v) has engaged in theft or material
misappropriation of assets of the Company, which allegations could
be sustained in a court of law; or (vi) is in material breach of
the Company’s Code of Conduct.
Without Cause .The Company may terminate the
Executive’s employment hereunder at any time without Cause by
providing the Executive with written notice of termination at least
two (2) weeks prior to the effective date of such termination or by
paying the Executive two (2) weeks’ pay in lieu of
notice. Termination of Executive shall be deemed to have
taken place at the expiration of such two (2) weeks.
Voluntarily by Executive Prior to Expiration of Employment
Term . Executive may terminate his Employment hereunder
at any time by providing the Company with written notice of
termination at least thirty (30) days prior to the effective date
of such termination. At the Company’s option, the
Company may provide Executive with pay in lieu of Executive working
through the end of the notice period set forth in this Section
5(e). Executive hereby agrees to provide and assist in an
orderly transition of his responsibilities should he elect to
exercise his rights under this provision.
Change of Control . If a Change of Control of the
Company occurs, for the purposes of this Agreement, the
Executive’s employment shall, at Executive’s election
to be exercised within six (6) months following the Change of
Control, be deemed to have been terminated without Cause in the
same manner as provided in Section 5(d) hereof. Executive may
continue to perform under the terms of this Agreement at the
pleasure of the successor company under the same terms and
conditions of this Agreement, only upon Executive’s reaching
mutual agreement with the successor Company.
For purposes of this Agreement, "Change
of Control" means the occurrence of any of the
following:
the sale, lease, exchange or other transfer, in one or a series
of related transactions, of all or substantially all of the
Company’s and/or Chromalloy Gas Turbine Corporation’s
("CGTC") assets to any person or group;
the sale or exchange of the capital stock of CGTC or merger of
the Company or CGTC with any unaffiliated entity provided in the
case of a merger, there shall be no "Change of Control" where the
Alexander Shareholders (as defined below) own more than fifty
percent (50%) of the voting power of the surviving entity after
such merger;
the adoption of a plan by the stockholders of the Company
relating to the liquidation or dissolution of the Company; or
except as provided below, the acquisition of beneficial
ownership by any person or group, together with any affiliated
persons thereof (collectively, the "Interested Stockholders"), of a
direct or indirect interest in more than forty-nine percent (49%)
of the voting power of the then outstanding capital stock of the
Company entitled to vote generally in the election of the Board of
Directors of the Company.
For purposes of Section 4(f)(iv) hereof, the terms "person" or
"group" shall not be deemed to include Norman Alexander
("Alexander"), his spouse, any descendant of Alexander or the
spouse of any such descendant, the estate of Alexander, or any
trust or other similar arrangement for the benefit of Alexander or
his spouse, any descendant of Alexander or the spouse of any such
descendant or the estate of Alexander or any corporation or
other person controlled solely by one or more of Alexander or his
spouse, any descendant of Alexander or the spouse of any such
descendant or the estate of Alexander through the ownership of a
majority of the outstanding voting capital stock of such
corporation or other person (collectively, the "Alexander
Stockholders"); and provided, further, that there shall not be a
"Change of Control" pursuant to Section 4(f)(iv) so long as the
Alexander Stockholders beneficially own a greater percentage of the
voting power of the then outstanding capital stock of the Company
than the Interested Stockholders.
Compensation Following
Termination .
In the event that Executive’s
employment hereunder is terminated for reasons described in
Section 5 hereof, Executive shall be entitled from the Company to
and it shall be incumbent upon the Board of Directors of the
Company to immediately cause the Company to fulfill only the
following compensation and benefits from the Company:
Termination by Reason of
Death . In the event Executive’s employment is
terminated by reason of Executive’s Death, pursuant to
Section 5(a) hereof, the Company shall pay the following amounts to
Executive’s beneficiary or estate:
Accrued but unpaid salary for services
through and including the date of Executive's death as required
under Section 4(a) hereof, and any salary accrued during any
applicable short-term disability period.
(ii) Any benefits to which
Executive may be entitled pursuant to the plans, policies, and
arrangements referred to in Section 4(b), Section 4(c), and/or
Section 4(d) hereof as determined and paid in accordance with the
terms of such plans, policies, and arrangements, in the event of
death.
Termination by Reason of
Disability . In the event Executive’s employment
is terminated by reason of Executive’s Disability, pursuant
to Section 5(b) hereof, the Company shall pay the following amounts
to Executive:
(i) Any accrued but unpaid salary for services
rendered through and including the date of termination as required
under Section 4(a) hereof.
(ii) Any
benefits to which Executive may be entitled pursuant to the plans,
policies, and arrangements referred to in Section 4(b), Section
4(c), and/or Section 4(d) hereof through and including the date of
termination, as determined and paid in accordance with the terms of
such plans, policies, and arrangements.
Termination by Reason of
Cause . In the event Executive’s employment is
terminated by reason of Cause, pursuant to Section 5(c) hereof, the
Company shall pay the following amounts to Executive:
(i) Any accrued but unpaid salary for services
rendered through and including the date of termination as required
under Section 4(a) hereof.
(ii) Any
benefits to which Executive may be entitled pursuant to the plans,
policies, and arrangements referred to in Section 4(b) hereof
through and including the date of termination, as determined and
paid in accordance with the terms of such plans, policies, and
arrangements.
Termination by the Company
Without Cause . In the event Executive’s
employment is terminated by the Company without Cause pursuant to
Section 5(d) hereof, the Company shall pay the following amounts to
Executive:
Any accrued but unpaid salary for services rendered through and
including the date of termination as required under Section 4(a)
hereof plus an amount equal to the Executive’s then current
base pay for the remainder of the Employment Term.
Any benefits to which Executive may be entitled pursuant to the
plans, policies, and arrangements referred to in Section 4(b),
Section 4(c), Section 4(d), and/or Section 4(f) hereof through and
including the date of termination, as determined and paid in
accordance with the terms of such plans, policies, and
arrangements.
The sum of the last (5) five years’ total annual base pay
pursuant to Section 4(a) hereof plus the last five (5) bonus
payments paid to Executive pursuant to the Company’s
Management Incentive Bonus Plan for Corporate Executive Officers
pursuant to Section 4(c) hereof. In no event will the amount
to be paid pursuant to this Section 6(d)(iii) be less than the base
pay in Section 4(a) hereof for the remainder of the Employment
Term, plus the sum of five million dollars ($5,000,000).
(iv) If Executive elects to continue his current medical and
dental family coverage under Company’s Medical and Dental
Plans, the Executive shall apply for COBRA benefits, as afforded to
all other employees and as required by state and federal law and in
accordance with the terms of the Company’s Medical and Dental
Plans.
(v) If Executive elects
to maintain the "portable" portion of his current MetLife Optional
Life insurance (or any applicable successor insurer) in accordance
with the requirements of the plan and MetLife, Executive shall pay
for all of the premiums for coverage during the period beginning on
his last day of employment. The basic life insurance coverage
will terminate on the last day of employment and Executive may, at
his expense, convert such policy in accordance with the
requirements of the plan and MetLife.
(vi) Executive shall be
entitled to purchase the Company-provided automobile upon
Executive’s payment of the percentage amount otherwise
payable by similarly situated executive employees of the Company
for purchase of their Company-provided
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