Back to top

EMPLOYMENT AGREEMENT

Executive Employment Agreement

EMPLOYMENT AGREEMENT | Document Parties: EDGEN CORP | ROBERT L. GILLELAND | EDGEN ALLOY PRODUCTS GROUP, L.L.C., You are currently viewing:
This Executive Employment Agreement involves

EDGEN CORP | ROBERT L. GILLELAND | EDGEN ALLOY PRODUCTS GROUP, L.L.C.,

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: EMPLOYMENT AGREEMENT
Date: 4/3/2006
Law Firm: Piper Rudnick LLP;    

EMPLOYMENT AGREEMENT, Parties: edgen corp , robert l. gilleland , edgen alloy products group  l.l.c.
50 of the Top 250 law firms use our Products every day


QuickLinks -- Click here to rapidly navigate through this document

Exhibit 10.11


EMPLOYMENT AGREEMENT

        This AGREEMENT made as of the 1st day of January, 2004 by and between ROBERT L. GILLELAND , an individual residing at 61 James Towne Court, Baton Rouge, LA 70809 (the "Executive"), EDGEN ALLOY PRODUCTS GROUP, L.L.C. , a Louisiana limited liability company (the " Company "), and EDGEN CORPORATION , a Nevada corporation (" Parent ").

W I T N E S S E T H

        WHEREAS, the Executive serves as the President of the Company, which is a wholly-owned subsidiary of Parent; and

        WHEREAS, Parent and the Company seek to utilize the Executive's knowledge, experience, talents and abilities and desire to employ the Executive as the President of the Company, and the Executive desires to be so employed, subject to the terms and conditions set forth herein.

        NOW, THEREFORE, in consideration of the foregoing and of the respective covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

        1.     Employment.     Subject to the terms and conditions hereinafter set forth, the Company and Parent hereby agree to employ the Executive, and the Executive hereby agrees to serve as the President of the Company, effective on January 1, 2004. The Executive agrees to perform such services customary to such office as shall from time to time be assigned to him by the Board of Directors of Parent (the " Board of Directors ") and/or by Parent's Chief Executive Officer, or his designee (collectively the " Chief Executive Officer "). The Executive further agrees to use his best efforts to promote the interests of the Company and of Parent, and to devote his full business time and entire energies and skill to the business and affairs of the Company and of Parent in accordance with the directions and orders of the Board of Directors and/or the Chief Executive Officer; provided , however , that it shall not be a violation of this Agreement for the Executive to serve on corporate, civic, or charitable boards or committees or manage personal investments, as long as such activities do not interfere in any substantial respect with the Executive's responsibilities hereunder.

        2.     Term of Employment.     The Executive's " Employment Term " pursuant to this Agreement shall commence on the date hereof (the " Effective Date ") and, unless terminated earlier pursuant to Section 4 hereof, shall terminate upon the first anniversary of the Effective Date; provided, however, that the Employment Term shall automatically be extended on a day-by-day basis (so that the remaining term shall always be one (1) year) unless either the Company or the Executive elects not to renew such term by giving written notice (an " Employment Expiration Notice ") thereof; provided , further , however , that if the Executive is terminated pursuant to Section 4 below, there shall be no automatic daily renewal of the Employment Term. The Employment Term shall terminate on the one (1) year anniversary of the date of receipt of the Employment Expiration Notice by the Employee or the Employer, as applicable.

        3.     Compensation and Other Related Matters.     

        3.1.     Base Salary.     As compensation for the services rendered by the Executive hereunder, the Company shall pay, or shall cause to be paid, to the Executive during the Employment Term, and the Executive shall accept, compensation at the rate of Two Hundred Ten Thousand, Seventeen Dollars ($210,017) per annum (the " Annual Base Salary "). The Company's obligation to pay the Annual Base Salary shall begin to accrue on the Effective Date and shall be paid in accordance with the Company's customary payroll practices which are in effect from time to time during the Employment Term. The Annual Base Salary may be increased at any time during the Employment Term by recommendation of the Chief Executive Officer to the Board of Directors. The Executive's Annual Base Salary shall be subject to all applicable withholding and other taxes.


        3.2.     Annual Bonus.     In addition to the Annual Base Salary set forth above, during the Employment Term, the Executive shall be entitled to receive an annual bonus (the "Annual Bonus") in the amount and calculated in the manner set forth on Schedule A annexed hereto. The Annual Bonus shall be payable by the Company to the Executive with respect to each year ending on December 31 by March 15 of the following year.

        3.3.     Other Employment Benefits.     During the Employment Term, the Executive shall be entitled to the following employment benefits:

        (a)   Four (4) weeks of paid vacation in each fiscal year of the Company while the Executive is employed hereunder one (1) week of which, if not used by the Executive in any given fiscal year, may be carried over to the next fiscal year; provided, that the Executive shall not have more than five (5) weeks of paid vacation in any given fiscal year as a result of such carry over and sick leave in accordance with the Company's policies from time to time in effect for executive officers of the Company; provided , that, as provided herein, vacation and/or sick leave time not used in any year may not be carried over or transferred from one year to another or converted to cash, except in a year in which there is a Change of Control (as hereinafter defined) where the Executive is no longer employed;

        (b)   participation, subject to qualification requirements, in medical, life or other insurance or hospitalization plans and long-term disability policies which are presently in effect or hereafter instituted by the Company and applicable to its executive officers generally;

        (c)   participation, subject to classification requirements and continued maintenance thereof by the Company in other employee benefit plans, such as pension and profit sharing plans, which are from time to time applicable to the Company's executive officers generally; and

        (d)   an automobile allowance of One Thousand Two Hundred Dollars ($1,200) per month, which shall be used by the Executive to cover all lease and insurance payments with respect to one automobile of the Executive's choice for business purposes. The Company shall reimburse the Executive, upon the presentation of appropriate receipts, for all maintenance, repair and gasoline costs incurred by the Executive in connection with the use of such automobile; provided , that such costs are directly related to the performance by the Executive of his obligations to the Company hereunder.

        3.4.     Expenses.     During the Employment Term, the Executive shall be entitled to receive prompt reimbursement from the Company of all travel, entertainment and out-of-pocket expenses which are reasonably and necessarily incurred by the Executive in the performance of his duties hereunder; provided that the Executive properly accounts therefor in accordance with the Company's policies as in effect from time to time and such expenses are approved by the Chief Executive Officer.

        4.     Termination.     

        4.1.     Disability.     In the event that at any time during the Employment Term, the Executive, due to physical or mental injury, illness, disability or incapacity, including "disability" within the meaning of the disability plan(s) which the Company then has in effect entitling the Executive to benefits thereunder (" Disability "), shall fail to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder for a period of three (3) consecutive months or for a non-consecutive period of five (5) months within any twelve (12) month period, the Company may terminate his employment for Disability upon not less than thirty (30) days prior written notice by delivery of a Termination Notice (as defined below) to the Executive.

2


        4.2.     Death.     The Executive's employment shall terminate immediately upon the death of the Executive.

        4.3.     Cause.     The Company may, at any time and in its sole discretion, terminate the Executive's employment for Cause (as herein defined) by delivery to the Executive of a Termination Notice specifying the nature of such Cause, effective as of the date (such effective date referred to herein as a " Termination Date ") of such Termination Notice. For purposes hereof, termination for " Cause " shall mean (i) a conviction of, a plea of nolo contendere , a guilty plea or confession by the Executive to an act of fraud, misappropriation or embezzlement or to a felony; (ii) the commission of a fraudulent act or practice by the Executive affecting the Company and/or Parent; (iii) the willful failure by the Executive to follow the directions of the Board of Directors or the Chief Executive Officer; (iv) the Executive's habitual drunkenness as determined in the reasonable discretion of the Board of Directors or use of illegal substances; (v) the material breach by the Executive of this Agreement or (vi) an act of gross neglect or gross or willful misconduct that relates to the affairs of the Company and/or Parent which the Board of Directors of the Company in its reasonable discretion deems to be good and sufficient cause; provided , that the Executive shall receive a Termination Notice with respect to a termination for Cause pursuant to subsections (iii), (v) and/or (vi) hereof and the Executive shall have the thirty (30) days following his receipt of the Termination Notice to cure the breach specified therein prior to his employment being terminated for Cause pursuant thereto.

        4.4.     Voluntary Termination by Company.     The Company may, at any time, and in its sole discretion, terminate the employment of the Executive hereunder for any reason other than for Cause by the delivery to the Executive of a Termination Notice, effective as of the date of such Termination Notice.

        4.5.     Termination by Company in Conjunction with a Change of Control.     For purposes of this Agreement, a " Change of Control " means the sale of Parent whether by, merger, consolidation, recapitalization, reorganization, sale of securities, sale of assets or otherwise in one transaction or a series of related transactions to a person or persons (other than to Harvest Partners III, LP. or to any person, persons or entities affiliated therewith), pursuant to which such person or persons (together with its affiliates) acquires (i) securities representing at least a majority of the voting power of all securities of Parent, including securities convertible, exchangeable or exercisable for or into voting securities of Parent, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or exercisable for or into voting securities or (ii) all or substantially all of the consolidated assets of Parent. The Company may terminate the employment of the Executive hereunder in conjunction with any Change of Control in accordance with Section 5.6 hereof by delivery to the Executive of a Termination Notice (as defined above), effective as of the date stated in the Termination Notice.

        4.6.     Executive's Resignation for Good Reason.     After a Change of Control, the Executive may terminate his employment for Good Reason in accordance with Section 5.6. For purposes hereof, " Good Reason " shall mean, without the Executive's consent: (i) the assignment to the Executive of any duties inconsistent in any material respect with the Executive's position (including status, offices, duties and reporting relationships), authority, duties or responsibilities as contemplated by Section 1 hereof, or any other action by the Company which results in a significant diminution in such position, authority, duties, or responsibilities, excluding any isolated and inadvertent action not taken in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof from the Executive; (ii) any failure by the Company to comply with any of the provisions of Section 3 hereof other than an isolated and inadvertent failure not committed in bad faith and which is remedied by the Company within ten (10) days after receipt of notice thereof from the Executive; (iii) the Executive's being required to relocate to a principal place of employment more than fifty (50) miles from his principal place of employment with the Company

3


 

as of the Effective Date or (iv) delivery by the Company of a notice discontinuing the automatic extension provision of Section 2 hereof.

        5.     Compensation During Disability and Upon Termination.     During a Disability Period (as herein defined) or upon the termination of the Executive's employment hereunder, the Executive shall be entitled to the following benefits:

        5.1.     Disability.     During any period (the " Disability Period ") that the Executive, due to Disability fails to perform satisfactorily and continuously the duties assigned to him and the services to be performed by him hereunder, the Company shall continue to pay to the Executive the Annual Base Salary (as in effect at such time) in accordance with the provisions of Section 3.1 hereof, less any compensation payable to the Executive under the applicable disability insurance plan(s) of the Company during such Disability Period. Thereafter, if the Executive's employment hereunder is terminated pursuant to Section 4.1 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment of (a) the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices (less any compensation payable to the Executive under the applicable disability insurance plan(s) of the Company), for the twelve (12) month period immediately following the Termination Date and (b) the Executive's pro rata portion of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs (based upon the number of days during such year that the Executive was employed over 365 days prior to termination), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.2.     Death.     If the Executive's employment is terminated pursuant to Section 4.2 hereof as a result of the Executive's death, the Company shall have no further obligations hereunder after the date of the Executive's death other than the payment to the Executive's estate, legal representative, heirs or other beneficiaries of (a) the Annual Base Salary (as in effect during the calendar year of such death) payable in accordance with the Company's customary payroll practices, for the twelve (12) month period immediately following the date of the Executive's death, and (b) the Executive's pro rata portion of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such death occurred (based upon the number of days during such year that the Executive was employed over 365 days prior to death), payable on the same date as such Annual Bonus would have been payable for such year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.3.     Cause.     If the Executive's employment is terminated by the Company for Cause pursuant to Section 4.3 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. The Company shall not be obligated to make any bonus payments to the Executive pursuant to Section 3.2 hereof for the calendar year in which such termination occurs or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law.

        5.4.     Voluntary Termination by Company.     If the Company voluntarily terminates the Executive's employment hereunder pursuant to Section 4.4 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment of (a) (i) one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company's customary payroll practices, and (ii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law, and (b) the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which

4


 

such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated.

        5.5.     Termination by Executive.     If at any time during the Employment Term, the Executive terminates his employment with the Company and Parent for any reason whatsoever other than Good Reason pursuant to Section 4.6 hereof, the Company shall have no further obligations hereunder after the Termination Date other than the payment to the Executive of the Annual Base Salary accrued and unpaid through the Termination Date. The Company shall not be obligated and shall be released from all obligations to make any bonus payments to the Executive pursuant to Section 3.2 hereof; if any, for the calendar year in which such termination occurs, or to provide any of the benefits set forth in Section 3.3 of this Agreement after the Termination Date, except as may be required by applicable law.

        5.6.     Termination in Conjunction with a Change of Control.     If (a) the Company terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof; (b) the Company or any successor entity thereto terminates the employment of the Executive without Cause within six (6) months of any Change of Control; or (c)&


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more