Exhibit
10.25
EMPLOYMENT AND CONSULTING
AGREEMENT
This Employment and Consulting
Agreement (the “Agreement”) is dated March 23,
2006 and is among The Brickman Group, Ltd .
(“Company”), Brickman Group Holdings, Inc.
(“Holdings”) and Charles B. Silcox
(“Executive” and, together with Company and Holdings,
the “Parties”).
WHEREAS, Executive is now, and has
been serving as Vice President and Chief Financial Officer of
Company;
WHEREAS, Company desires to continue
to employ Executive or use his services in various capacities, upon
the terms and conditions hereinafter set forth;
WHEREAS, Executive desires to
continue to be employed by Company or provide services in various
capacities, upon the terms and conditions hereinafter set forth;
and
WHEREAS, Holdings and Executive wish
to establish the terms upon which Holdings will repurchase
Executive’s stock and options to purchase stock of
Holdings.
NOW, THEREFORE, in consideration of
the mutual promises and undertakings herein contained, and
intending to be legally bound hereby, the Parties agree as
follows:
1. Full-Time
Employment .
(a) Term. Unless
sooner terminated as hereinafter provided, Company shall employ
Executive, on a full-time basis, effective from February 1,
2006 (the “Effective Date”) through September 30,
2007 (“Full-Time Employment Term”).
(b) Duties . From
the Effective Date through June 30, 2006 (or such other date
as determined by Company), Executive shall continue as Vice
President and Chief Financial Officer, and his duties shall
continue as they currently are assigned. On July 1, 2006
(or such other date as determined by Company), Executive’s
title shall change to Vice President of Finance and shall remain so
until the end of the Full-Time Employment Term. As Vice
President of Finance, Executive shall fulfill the duties and
responsibilities assigned to him by Company’s Chief Financial
Officer and/or Company’s Executive Vice President, including
providing general support to the Chief Financial Officer in the
areas of accounting and finance. Executive shall, at all
times, faithfully, industriously, and to the best of his ability,
perform all duties that may be required of him in his capacities as
Vice President and Chief Financial Officer and then as Vice
President of Finance. As the positions set forth in this
Section 1(b) are full-time positions, Executive agrees to
devote his full time, effort, attention, and energies to the
performance of his duties under this Section 1(b). During
the Full-Time Employment Term, Executive shall regularly report to
Company’s Langhorne, Pennsylvania offices.
(c) Compensation
. For all services rendered by Executive during the Full-Time
Employment Term, Company agrees to pay Executive an initial
annualized salary, at his current rate, of One Hundred Eighty Six
Thousand, Three Hundred Dollars ($186,300.00) (the “Full-Time
Base Salary”), less all applicable payroll deductions and
withholdings, in regular intervals and in accordance with
Company’s normal payroll practices. The annualized rate
constituting Executive’s Full-Time Base Salary shall increase
to One Hundred Ninety-Two Thousand, Eight Hundred Dollars
($192,800.00), beginning with the first regularly scheduled
bi-weekly payroll distribution in March 2007. During the
Full-Time Employment Term for fiscal
2006, should Company decide to make a
discretionary bonus distribution to all full-time employees,
Executive will receive a bonus in accordance with Company’s
discretionary bonus distribution program payable in May
2007. Executive will not be eligible for any bonuses for
periods after fiscal 2006.
(d) Benefits
. During the Full-Time Employment Term, Executive shall
continue to receive those benefits that Company makes generally
available to its full-time employees.
2. Consultancy
.
(a) Term
. Beginning on October 1, 2007, Executive’s status
as an employee of Company shall terminate, and Company shall engage
Executive, on a part-time basis, as a Senior Consultant (on an
independent contractor basis). Unless sooner terminated as
hereinafter provided, Executive’s consultant status shall
continue through June 30, 2014 (“Consultancy Term”
and, together with Full-Time Employment Term, “Term of
Agreement”).
(b) Duties . As a
Senior Consultant, Executive shall devote time and attention as
necessary to fulfill the duties and responsibilities reasonably
requested and/or assigned by Company’s Chief Financial
Officer and/or Company’s Executive Vice President to
Executive, including providing general support to the Chief
Financial Officer in the areas of accounting and
finance. Executive shall be required to provide a minimum of
100 hours of service as a Senior Consultant in each full calendar
year during the Consultancy Term.
(c) Compensation
. For all services rendered by Executive during the
Consultancy Term, Company agrees to pay Executive a one-time
payment equal to One Hundred Thousand Dollars ($100,000.00)
(“Consultant Payment”), payable no later than 10 days
after the beginning of the Consultancy Term.
(d) Healthcare; No Other
Benefits . During the Consultancy Term, Company shall
continue Executive’s participation in Company’s group
medical benefits plan, as it may be amended from time to time (the
“Company Medical Plan”), on the same terms and
conditions and to the same extent as are made available from time
to time to Company’s active full-time employees. Medical
coverage to be provided to Executive under this Section 2(d)
shall include coverage for Executive’s spouse and dependent
children so long as they remain eligible under the terms of the
Company Medical Plan, on the same terms and conditions on which
other active full-time employees may elect to provide medical
coverage for their families under Company Medical Plan. All
other benefits being provided to Executive will cease at the end of
the Full-Time Employment Term.
3.
Resources/Reimbursement of Expenses .
(a) Resources
. During the Term of Agreement, Company will provide Executive
a computer and communication line for use in performance of his
duties hereunder.
(b) Reimbursement of
Expenses . Subject to approval by the Executive Vice
President or Chief Financial Officer, Company shall reimburse
Executive for all reasonable expenses incurred by Executive in
connection with his employment or consultancy hereunder, provided
however, that such expenses were incurred in conformance with the
policies of Company, as established from time to time, and
Executive submits any records reasonably required by Company in
support of the amount and nature of such expenses.
4. Repurchase of
Holdings Equity .
(a) Investor Shares
. Subject to Section 4(c) hereof, Holdings or its
designee may elect to purchase from Executive (the “Call
Option”), and Executive may elect to sell to Holdings or its
designee (the “Put Option”), during the period from
April 1 through and including June 30 beginning in 2010
and in each successive year thereafter, in each case by written
notice delivered by the electing party to the other party (the
“Repurchase Notice”), the 48.821 shares of Class A
Common Stock, par value $.001 per share, of Holdings owned by
Executive (subject to adjustment for any stock split, stock
dividend, recapitalization or other similar event, the
“Investor Shares”). The purchase price for the
Investor Shares pursuant to the Put Option or the Call Option shall
be the fair market value of the shares as of the end of the fiscal
year immediately preceding the year in which the shares are
repurchased, as determined in good faith by the board of directors
of Holdings consistent with its past practices (including the
application of discounts for the lack of liquidity and minority
holder status of the shares) using the financial statements as of
and for the fiscal year immediately preceding the year in which the
shares are repurchased (the “Investor Share FMV
Price”). Subject to Section 4(c) hereof, the
closing for the sale of the Investor Shares pursuant to the Call
Option or Put Option (the “Closing”) shall take place
at the offices of Company, at 10:00 a.m. local time on a date
(1) selected by Holdings not more than 90 days after delivery
of the Repurchase Notice or (2) at such other time or place as
Holdings and Executive may agree upon. At the Closing,
Executive will deliver certificates representing the Investor
Shares (accompanied by duly executed stock powers with signatures
guaranteed and other appropriate documentation of authority to
transfer) to be purchased by Holdings against payment of the
Investor Share FMV Price (net of any applicable tax withholdings)
by wire transfer of immediately available funds. Executive
will deliver such shares free and clear of all liens, claims and
encumbrances (other than any encumbrances arising under the
stockholders agreement to which Holdings and Executive are
party).
(b) Incentive Shares and
Options . With respect to the 392.325 shares of
Class A Common Stock of Holdings and options (“Incentive
Options”) to purchase 269.5 shares of Class A Common
Stock of Holdings held by Executive (collectively, subject to
adjustment for any stock split, stock dividend, recapitalization or
other similar event, the “Incentive
Shares”):
(i) In the event of a merger,
recapitalization or other stock sale transaction occurring on or
prior to December 31, 2007 pursuant to which management
holders of Holdings are generally entitled to sell for cash
Class A Common Stock of Holdings (a “Qualified Stock
Transaction”), Executive shall sell all of his Incentive
Shares (including all Incentive Options vested as of the closing of
the Qualified Stock Transaction, but excluding any Unvested
Incentive Options (as defined below)) to Holdings or its designee
on the terms and conditions (including repurchase price) applicable
to shares of Class A Common Stock being sold for cash by
management holders of Holdings in the Qualified Stock
Transaction. The purchase price paid for such Incentive Shares
shall be net of any applicable tax withholdings and as applied to
shares subject to Incentive Options will be net of the exercise
price required to be paid pursuant to such Incentive
Options. Unvested Incentive Options, if any, will be cancelled
without payment. The closing of such sale shall take place
concurrently with the closing of the Qualified Stock Transaction;
and
(ii) In the event a Qualified
Stock Transaction does not occur, then subject to Section 4(c)
hereof, Holdings or its designee shall purchase from Executive, and
Executive shall sell to Holdings or its designee, the Incentive
Shares (excluding any Unvested Incentive Options which shall be
terminated and cancelled without payment) on
April 1,
