|
EXHIBIT 10.02
EMPLOYMENT AGREEMENT
This Agreement is entered into effective as of
the 31 st day of January, 2007, by and between Sonic
Corp. (the "Corporation"), a Delaware corporation, and Claudia San
Pedro (the "Employee").
RECITALS
Whereas, the Corporation's Board of Directors
(the "Board") has elected Employee to the office of Vice President
of Investor Relations and Treasurer of the Corporation, where he
will be an integral part of the Corporation’s management;
and
Whereas, the Board has determined that it is
appropriate to support and encourage the attention and dedication
of certain key members of the Corporation's management, including
Employee, to their assigned duties without distraction and
potentially disturbing circumstances arising from the possibility
of a Change in Control (herein defined) of the Corporation;
and
Whereas, the Corporation desires to retain the
services of Employee, whose experience, knowledge and abilities
with respect to the business and affairs of the Corporation will be
extremely valuable to the Corporation; and
Whereas, the Board on the 31 st day of
January, 2007, ratified and approved this Agreement; and
Whereas, the parties hereto desire to enter into
this Agreement setting forth the terms and conditions of the
employment relationship of the Corporation and Employee.
Now, therefore, it is agreed as
follows:
ARTICLE I
Term of Employment
1.1
Term of Employment . The Corporation shall employ
Employee for a period of one year from the date hereof (the
"Initial Term").
1.2
Extension of Initial Term . Upon each annual
anniversary date of this Agreement, this Agreement shall be
extended automatically for successive terms of one year each,
unless either the Corporation or the Employee gives contrary
written notice to the other not later than the annual anniversary
date.
1.3
Termination of Agreement and Employment . The
Corporation may terminate this Agreement and the Employee’s
employment at any time effective upon written notice to the
Employee. The Corporation, in its sole discretion, may terminate
this Agreement without terminating the employment of the
Employee. The Employee may terminate this Agreement and
the Employee’s employment only after at least 30 days’
written notice to the Corporation, unless otherwise agreed by the
Corporation.
ARTICLE II
Duties of the Employee
Employee shall serve as the Vice President of
Investor Relations and Treasurer of the
Corporation. Employee shall do and perform all services,
acts, or things necessary or advisable to manage and conduct the
business of the Corporation consistent with such position subject
to such policies and procedures as may be established by the
Board.
ARTICLE III
Compensation
3.1
Salary . For Employee's services to the
Corporation as the Vice President of Investor Relations and
Treasurer, Employee shall be paid a salary at the annual rate of
$125,000 (herein referred to as "Salary"), payable in twenty-four
equal installments on the first and fifteenth day of each
month. On the first day of each calendar year during the
term of this Agreement with the Corporation, Employee shall be
eligible for an increase in Salary based on an evaluation of
Employee’s performance during the past year with the
Corporation. During the term of this Agreement, the
Salary of the Employee shall not be decreased at any time from the
Salary then in effect unless agreed to in writing by the
Employee.
3.2
Bonus . The Employee shall be entitled to
participate in an equitable manner with other officers of the
Corporation in discretionary cash bonuses as authorized by the
Board.
ARTICLE IV
Employee Benefits
4.1
Use of Automobile . The Corporation shall provide Employee
with either the use of an automobile for business and personal use
or a cash car allowance in accordance with the established company
car policy of the Corporation. The Corporation shall pay
all expenses of operating, maintaining and repairing the automobile
provided by the Corporation and shall procure and maintain
automobile liability insurance in respect thereof, with such
coverage insuring Employee for bodily injury and property
damage.
4.2
Medical, Life and Disability Insurance Benefits
. The Corporation shall provide Employee with medical,
life and disability insurance benefits in accordance with the
established benefit policies of the Corporation.
4.3
Working Facilities . Employee shall be provided
adequate office space, secretarial assistance, and such other
facilities and services suitable to Employee’s position and
adequate for the performance of Employee’s duties.
4.4
Business Expenses . Employee shall be authorized
to incur reasonable expenses for promoting the business of the
Corporation, including expenses for entertainment, travel, and
similar items. The Corporation shall reimburse Employee
for all such expenses upon the presentation by Employee, from time
to time, of an itemized account of such expenditures.
4.5
Vacations . Employee shall be entitled to an
annual paid vacation commensurate with the Corporation's
established vacation policy for officers. The timing of
paid vacations shall be scheduled in a reasonable manner by the
Employee.
4.6
Disability . Upon disability (as defined herein)
of the Employee, the Employee shall be entitled to receive an
amount equal to 50% of Employee’s Salary (in addition to any
disability insurance benefits received pursuant to Section 4.2
herein), such amount being paid semi-monthly in twelve equal
installments.
4.7
Term Life Insurance . The Corporation shall
purchase term life insurance on the life of the Employee having a
face value of four times the Employee’s Salary (to be changed
as salary adjustments are made) or the face value of life insurance
that can be purchased based upon the Employee’s health
history with the Corporation paying the standard premium rate for
term insurance under its then current insurance program at the
Employee’s age and assuming good health, whichever amount is
lesser; provided further that, such insurance can be obtained by
the Corporation in a manner which meets the requirements for
deductibility by the Corporation under Section 79 of the Internal
Revenue Code of 1986, or as hereafter amended.
4.8
Compensation Defined . Compensation shall be
defined as all monetary compensation and all benefits described in
Articles III and IV hereunder (as adjusted during the term
hereof).
2
ARTICLE V
Termination
5.1
Death . Employee's employment hereunder shall be
terminated upon the Employee's death.
5.2
Disability . The Corporation may terminate
Employee's employment hereunder in the event Employee is disabled
and such disability continues for more than 180
days. Disability shall be defined as the inability of
Employee to render the services required of him, with or without a
reasonable accommodation, under this Agreement as a result of
physical or mental incapacity.
5.3
Cause .
(a) The
Corporation may terminate Employee's employment hereunder for
cause. For the purpose of this Agreement, "Cause" shall
mean (i) the willful and intentional failure by Employee to
substantially perform Employee’s duties hereunder, other than
any failure resulting from Employee's incapacity due to physical or
mental incapacity, or (ii) commission by Employee, in connection
with Employee’s employment by the Corporation, of an illegal
act or any act (though not illegal) which is not in the ordinary
course of the Employee's responsibilities and exposes the
Corporation to a significant level of undue
liability. For purposes of this paragraph, no act or
failure to act on Employee's part shall be considered to have met
either of the preceding tests unless done or omitted to be done by
Employee without a reasonable belief that Employee’s action
or omission was in the best interest of the Corporation.
(b) Notwithstanding
the foregoing, Employee shall not be deemed to have been terminated
for cause unless such action is ratified by the affirmative vote of
not less than two-thirds of the entire membership of the Board at a
meeting held within 30 days of such termination (after reasonable
notice to Employee and an opportunity for Employee to be heard by
members of the Board) confirming that Employee was guilty of the
conduct set forth in this Section 5.3. Ratification by
the board will be effective as of the original date of termination
of Employee.
5.4
Compensation Upon Termination for Cause or Upon Resignation By
Employee . Except as otherwise set forth in
Section 5.7 hereof, if Employee's employment shall be
terminated for Cause or if Employee shall resign Employee’s
position with the Corporation, the Corporation shall pay Employee's
Compensation only through the last day of Employee's employment by
the Corporation. The Corporation shall then have no
further obligation to Employee under this Agreement. If
the Board, pursuant to Section 5.3(b), votes to classify
Employee’s termination as "not for cause," then Employee
shall be compensated pursuant to Section 5.5 below.
5.5
Compensation Upon Termination Other Than For Cause Or
Disability . Except as otherwise set forth in
Section 5.7 hereof, if the Company shall terminate Employee's
employment other than for Cause or Disability, the Company shall
continue to be obligated to pay Employee’s Salary for a
period of six months, beginning on the date of termination, but
shall not be obligated to provide any other benefits described in
Articles III and IV hereof, except to the extent required by
law.
5.6
Compensation Upon Non-Renewal of Agreement.
Except as otherwise set forth in Section 5.7 hereof, if
the Company shall give notice to Employee in accordance with
Section 1.2 hereof that this Agreement will not be renewed but
Employee’s employment is not terminated, the Company shall
continue to be obligated to pay Employee’s Compensation for a
period of six months beginning on the date notice of
non-renewal is given.
5.7
Termination of Employee or Resignation by Employee for Good
Reason . If at any time within the first twelve
months subsequent to a Change in Control, the Employee’s
employment with the Corporation is terminated other than as
provided for in Section 5.1, 5.2 or 5.3 hereof, or the Corporation
violates any provision of this Agreement or Employee shall resign
Employee's employment for Good Reason (as defined herein), the
Corporation shall be obligated to pay to Employee a lump sum
payment upon the effective date of such termination or resignation
or breach (as determined in Employee's sole discretion), in an
amount equal to two times the Employee's compensation payable under
paragraph 5.5 above, but in no event to exceed an amount equal to
$1.00 less than three (3) times the mean average annual
compensation paid to Employee by the Corporation and any of its
subsidiaries during the five calendar years ending before the date
on which the Change in Control occurred (or if Employee was not
employed for that entire five year period, then the mean average
annual compensation paid to employee during such shorter period,
with the
3
Employee's compensation annualized for any
calendar year during which the employee was not employed for the
entire calendar year); provided, however, that if the lump-sum
severance payment under this Section 5.7, either alone or together
with any other payments or compensation which Employee has a right
to receive from the Corporation, would constitute a "parachute
payment" (as
| 
