EMPLOYMENT
AGREEMENT
EMPLOYMENT
AGREEMENT (the “ Agreement ”) dated as of
September 11, 2003, between NR Holdings, Inc., a Delaware
corporation (the “ Company ”), and Charles
Snyder (the “ Executive ”).
WITNESSETH:
WHEREAS, the Company desires to employ and retain the services
of the Executive, and the Executive desires to work for and be
employed by the Company; and
WHEREAS, the Company and the Executive desire to set forth the
terms and conditions pursuant to which the Executive will be
employed by the Company.
NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants and undertakings contained herein, and for
such other good and valuable consideration the receipt and
sufficiency of which are hereby acknowledged, the parties to this
Agreement hereby agree as follows:
SECTION 1. Employment . The Company hereby employs the
Executive, and the Executive hereby accepts employment by the
Company, upon the terms and conditions hereinafter set forth.
SECTION 2. Term. The employment of the Executive hereunder
shall be for the period commencing on June 27, 2003 (the “
Commencement Date ”) and ending on the fourth
anniversary of the Commencement Date (the>“ Employment
Period ”) provided that the Executive’s employment
hereunder may be terminated on an earlier date in accordance with
the provisions of this Agreement. For purposes of this Agreement,
all references to the “ Termination Date ” shall
mean the last day of the Executive’s employment under this
Agreement.
SECTION 3. Duties . During the Employment Period, the
Executive shall be employed as the Executive Vice President (Fleet
& Asset Management) of the Company and shall perform such
duties consistent with such title and the delegation of authority
from the Chief Executive Officer of the Company and shall report to
the Chief Executive Officer of the Company. If requested by the
Company, during the Employment Period, the Executive shall also
serve, without additional compensation, as a comparable officer of
any one or more direct or indirect subsidiaries of the Company.
SECTION 4. Time to be Devoted to Employment . During the
Employment Period, the Executive shall devote substantially all of
his working time, attention and energies to the business of the
Company to further the goals and objectives of the Company and its
direct and indirect subsidiaries. During the Employment Period,
without first obtaining the prior written approval of the Chief
Executive Officer, which approval shall not be unreasonably
withheld, Executive shall not directly or indirectly, own, manage,
operate, invest in, join, control or participate in the ownership,
management or operation or control of, or be connected as a
director, officer, employee, partner, lender or consultant or
otherwise with, any business or organization; provided, however,
Executive need not obtain such prior written consent with respect
to any passive investment in any entity provided that the Executive
is not required to devote more than a nominal amount of his working
time to such investment or entity.
SECTION 5. Compensation; Equity Grants; Benefits . (a)
Base Salary . The Company shall pay to the Executive an
annual base salary (the “ Base Salary ”) during
the Employment Period of $265,000 per annum, payable in
installments in accordance with the payroll practices for senior
executives of the Company. The Base Salary shall be subject to an
annual review, and may be increased, but not decreased, in the sole
and absolute discretion of the Board of Directors or any committee
delegated such responsibility. Upon any such increase the term
“Base Salary” shall mean such increased amount.
(b) Annual Bonus . At such
time that the Company establishes a bonus plan for its senior
executive officers, the Executive shall be eligible to participate
in such plan and, if determined in the sole judgment of the Board
of Directors or any committee that administers such bonus plan, to
receive an annual bonus in an amount up to one times the
Executive’s then current Base Salary pursuant to such bonus
plan. Notwithstanding the foregoing, nothing in this Agreement
shall be construed as requiring the Company to establish any bonus
plan or to pay to the Executive any annual bonus. The amount and
timing of any annual bonus that may be paid to the Executive will
be in the sole discretion of the Board of Directors or any
committee that administers such bonus plan.
(C) Restricted Stock Award .
The Company intends to issue to the Executive 2,250 shares of
restricted common stock of the Company pursuant to the
Company’s 2003 Restricted Stock Plan and a restricted stock
grant, which shall set forth the restrictions, terms, vesting
schedule and other conditions of such grant, including a four year
vesting term.
(d) Relocation Reimbursement .
Subject to the approval of the President and Chief Executive
Officer of the Company, the Company shall pay directly, or
reimburse the Executive promptly for: (1) all reasonable
out-of-pocket relocation and relocation-related expenses incurred
by Executive in moving his personal and household goods to the Ft.
Lauderdale, Florida area, including, without limitation, the cost
of any brokerage commission paid or payable by the Executive in
connection with the sale of his current primary residence, the cost
of a moving company, and costs attendant to the purchase of a new
residence in the Ft. Lauderdale, Florida area and (2) for a period
of seven months from the date of this Agreement, Executive’s
reasonable temporary living expenses, including, without
limitation, costs associated with commuting from his current
residence to the Company’s offices (including, without
limitation, the costs of airfare, automobile rental, meals and
hotel accommodations for Executive for a mutually agreed upon
period of time) and rent and other expenses associated with
temporary housing for Executive and his immediate family.
Additionally, at the request of the Executive, the Company shall
provide the Executive with an interest free loan from the Company
in the principle amount of $310,000, such loan to be secured by a
second mortgage loan on Executive’s primary residence in
Broward County, Florida and to be repaid by Executive upon the
earlier of (i) the end of the Employment Period, (ii) the
termination of Executive’s employment for any reason, or
(iii) the sale of Executive’s primary residence upon which
the loan is secured.
(e) Benefits . The Executive
shall be eligible to participate in, and receive benefits under,
any pension, profit sharing, medical, group health, hospitalization
and disability insurance, stock purchase, stock option, stock
ownership, vacation or other employee benefit plan, program or
policy of the Company which may be in effect at any time during the
course of his employment by the Company and which shall be
generally available to senior executive officers of the Company
occupying positions of comparable status or responsibility, subject
to the terms of such plans, programs or policies. The Company and
the Executive hereby waive any waiting period contained in any
benefit plan provided by the Company that would defer or delay
Executive’s coverage by any medical, group health,
hospitalization and disability insurance.
(f) Indemnification . To the
fullest extent permitted under the law of the State of Delaware,
the Company shall indemnify and hold harmless the Executive, and
advance payment to Executive for costs and expenses, for all
liability incurred by him to any third party as a result of the
performance of his duties under this Agreement, subject to the
recoupment of such advances by the Company if it is ultimately
determined that the Executive was not entitled to such
indemnification.
SECTION 6. Involuntary Termination . (a) Disability. If the
Executive is incapacitated or disabled (as determined by a
physician mutually acceptable to the Company and the Executive) by
accident, sickness or otherwise so as to render him mentally or
physically incapable of performing the services required to be
performed by him under this Agreement (such condition being
hereinafter referred to as a “ Disability ”) for
an aggregate period of 180 days or more during any twelve-month
period (whether or not consecutive and after using up any accrued
vacation time), the Company may, at any time thereafter during the
continuation of such Disability, at its option, terminate the
Employment Period and the employment of the Executive under this
Agreement immediately by giving him written notice to that effect.
Until the Executive’s employment hereunder shall have been
terminated in accordance with the immediately preceding sentence,
the Executive shall be entitled to receive the compensation and
benefits referred to in Section 5 notwithstanding any such
Disability.
(b) Death . For the avoidance
of doubt, if the Executive dies during the Employment Period, the
Employment Period and his employment hereunder shall cease as of
the date of his death.
SECTION 7. Termination For Cause . (a) The Company may
terminate the employment of the Executive hereunder at any time for
Cause (as hereinafter defined) (such termination being referred to
herein as a “Termination For Cause ”) by giving
the Executive written notice of such termination in accordance with
Section 7(b). As used in this Agreement, “ Cause
” means (i) the Executive’s material breach of this
Agreement, (ii) the Executive’s deliberate and repeated
disregard of lawful instructions of the Board of Directors of the
Company or the Chief Executive Officer, that are consistent with
the Executive’s position, (iii) the Executive’s
material neglect of duties (other than by reason of the
Executive’s Disability or death) or willful or intentional
misconduct which is materially harmful or injurious to the Company,
(iv) committing acts of dishonesty resulting or intending to result
in personal gain or enrichment at the expense of the Company, (v)
willfully engaging in a criminal act or willful misconduct which is
materially detrimental to the Company’s business, reputation,
character or standing, (vi) alcohol or drug abuse by the Executive
which impairs his duties hereunder, or (vii) the conviction of the
Executive for a felony or a crime involving fraud, theft or
dishonesty, or a guilty plea or plea of no contest by the Executive
to a felony or such a crime.
(b) Termination for Cause shall occur
only if the Company shall have given written notice to the
Executive specifying the nature of the breach or behavior, and, if
the Termination for Cause is pursuant to clauses (i), (ii) or (iii)
of Section 7(a), the Executive fails to correct (if correctable)
such breach or behavior as soon as practicable thereafter but no
later than ten (10) days after receipt of the applicable notice ,
provided that there shall be only one notice and opportunity to
correct with respect to clauses (i), (ii) or (iii) of Section
7(a).
SECTION 8. Termination Without Cause . The Company may
terminate the employment of the Executive hereunder without Cause
(such termination being hereinafter referred to as a “
Termination Without Cause ”) by giving the Executive
written notice of such termination, such termination to take effect
on the date specified in such notice, which date shall not be
earlier than the date on which such notice is given.
SECTION 9. Termination due to a Change in Control . The
Executive may terminate this Agreement and his employment hereunder
within one year of a Change in Control (as defined below) for Good
Reason (as defined below) (such termination being hereinafter
referred to as a “ Termination due to a Change in
Control ”). A “ Change in Control ”
shall be deemed to have occurred if (i) any “person” or
group of “persons” (as the term “person” is
used in Sections 13(d) and 14(d) of the Securities Exchange Act of
1934, as amended) (“ Person ”), acquires (or has
acquired during the twelve-month period ending on the date of the
most recent acquisition by such Person) direct or indirect
beneficial ownership of securities of the Company representing 50%
or more of the combined voting power of the then outstanding
securities of the Company (provided that acquisitions by the
Executive or any existing stockholder of the Company owning more
than 5% of the combined voting power of the then outstanding
securities of the Company as of the date of this Agreement shall be
ignored for this purpose) or (ii) a Person acquires (or has
acquired during the twelve-month period ending on the date of the
most recent acquisition by such Person) assets (by merger or
otherwise) from the Company that have a total fair market value
equal to or more than 50% of the total fair market value of all of
the assets of the Company immediately prior to such acquisition.
Notwithstanding the foregoing, for purposes of clause (i), a Change
in Control will not be deemed to have occurred if the power to
control (directly or indirectly) the management and policies of the
Company is not transferred from a Person to another Person; and,
for purposes of clause (ii), a Change in Control will not be deemed
to occur if the assets of the Company are transferred: (A) to a
stockholder in exchange for his stock, (B) to an entity in which
the Company has (directly or indirectly) more than 50% ownership,
or (C) to a Person that has (directly or directly) more than 50%
ownership of the Company with respect to its stock outstanding, or
to any entity in which such Person possesses (directly or
indirectly) more than 50% ownership. As used in this Agreement,
“ Good Reason ” means (i) the Executive is
assigned without his consent to a position with responsibilities
and duties of a materially lesser status than his responsibilities
and duties hereunder; (ii) the Company relocates its
