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Exhibit
10.2
EXECUTIVE EMPLOYMENT
AGREEMENT
This Executive Employment
Agreement (“Agreement”) is made effective as of
May 27, 2008 (“Effective Date”) by and between FLO
Corporation (“Company”) and William M. Lutz
(“Executive”).
The parties agree as
follows:
1. Employment .
Company hereby employs Executive, and Executive hereby accepts such
employment, upon the terms and conditions set forth
herein.
2. Duties .
2.1 Position .
Executive is employed as President and Chief Financial Officer and
shall have the duties and responsibilities assigned by
Company’s Chief Executive Officer (the “CEO”)
both upon the Effective Date and as may be reasonably assigned from
time to time. Executive shall perform faithfully and diligently all
duties assigned to Executive. Company reserves the right to modify
Executive’s position and duties at any time in its sole and
absolute discretion, provided that the duties assigned are
consistent with the position of a senior executive and that
Executive continues to report to the CEO.
2.2 Best
Efforts/Full-time . Executive will expend Executive’s
best efforts on behalf of Company, and will abide by all policies
and decisions made by Company, as well as all applicable federal,
state and local laws, regulations or ordinances. Executive will act
in the best interest of Company at all times. Executive shall
devote Executive’s full business time and efforts to the
performance of Executive’s assigned duties for
Company.
2.3 Work Location .
Executive’s principal place of work shall be in Columbia,
Missouri or such other location as the parties may agree upon from
time to time.
3. At-Will Employment
Relationship . Executive’s employment with Company is
at-will and not for any specified period and may be terminated,
with or without cause, by either Executive or Company, except as
otherwise specified in Section 6.2 below. No representative of
Company, other than an authorized representative, has the authority
to alter the at-will employment relationship. Any change to the
at-will employment relationship must be by specific, written
agreement signed by Executive and a designated representative of
Company’s Board of Directors (the “Board”).
Nothing in this Agreement is intended to or should be construed to
contradict, modify or alter this at-will relationship.
4. Compensation
.
4.1 Base Salary . As
compensation for Executive’s performance of Executive’s
duties hereunder, Company shall pay to Executive an initial Base
Salary of One Hundred and Ninety Thousand Dollars ($190,000.00) per
year, payable in accordance with the normal payroll practices of
Company, less required deductions for state and federal withholding
tax, social security and all other employment taxes and payroll
deductions. In the event Executive’s employment under this
Agreement is terminated by either party, for any reason, Executive
will earn the Base Salary prorated to the date of
termination.
4.2 Incentive
Compensation . Executive will be eligible to receive annual
incentive compensation in accordance with Company’s
management incentive plan, should Company adopt such a plan. If no
such plan is adopted, Executive will be eligible to receive an
annual discretionary performance bonus of up to fifty percent
(50%) of Executive’s Base Salary upon the achievement of
targeted goals and objectives agreed on by Executive and
Company.
4.3 Performance and Salary
Review . Company will periodically review Executive’s
performance on no less than an annual basis. Adjustments to
Executive’s salary or other compensation, if any, will be
made by Company in its sole and absolute discretion.
5. Fringe Benefits .
Executive will be eligible for all customary fringe benefits
generally available to executive employees of Company subject to
the terms and conditions of Company’s benefit plan documents.
Company reserves the right to change or eliminate the fringe
benefits on a prospective basis, at any time, effective upon notice
to Executive.
6. Expense
Reimbursement .
6.1 Business Expenses
. Executive will be reimbursed for all reasonable, out-of-pocket
business expenses incurred in the performance of Executive’s
duties on behalf of Company. To obtain reimbursement, expenses must
be submitted promptly with appropriate supporting documentation in
accordance with Company’s policies.
6.2 Automobile
Allowance . Executive will receive an automobile allowance of
$500 per month, net of applicable deductions for state and federal
withholding tax, social security and all other employment taxes and
payroll deductions, which amount shall be used to reimburse
Executive for any and all business usage of Executive’s
automobile, including lease or loan payments, maintenance,
insurance, license fees, taxes and other related expenses (not
including fuel costs) associated with ownership of the
vehicle.
6.3 Relocation
Expenses . Executive will be reimbursed as set forth below for
relocation and related expenses that have been pre-approved by
Company in writing if Company requests Executive to relocate from
Executive’s current residence in Columbia,
Missouri:
(a) 100% of Executive’s
moving expenses to relocate from Executive’s current
residence in Missouri, with such reimbursement not to exceed
$50,000.00;
(b) 50% of Executive’s
real estate commissions incurred in connection with the sale of
Executive’s current residence in Columbia, Missouri if such
relocation is not in connection with or within twelve
(12) months after a Change in Control (as that term is defined
in subsection 7.5(e) below), with such reimbursement not to exceed
$40,000.00; and
(c) 100% of Executive’s
real estate commissions incurred in connection with the sale of
Executive’s current residence in Columbia, Missouri if such
relocation is in connection with or within twelve (12) months
after a Change in Control, with such reimbursement not to exceed
$80,000.00.
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7. Termination of
Executive’s Employment .
7.1 Termination for Cause
by Company . Although Company anticipates a mutually rewarding
employment relationship with Executive, Company may terminate
Executive’s employment immediately at any time for Cause. For
purposes of this Agreement, “Cause” is defined as:
(a) acts or omissions constituting gross negligence,
recklessness or willful misconduct on the part of Executive with
respect to Executive’s obligations or otherwise relating to
the business of Company; (b) Executive’s material breach
of this Agreement or Company’s Employee Nondisclosure and
Assignment Agreement; (c) Executive’s conviction or
entry of a plea of nolo contendere for fraud, misappropriation or
embezzlement, or any felony or crime of moral turpitude;
(d) Executive’s willful neglect of duties as determined
in the sole and exclusive discretion of Company;
(e) Executive’s failure to perform the essential
functions of Executive’s position, with or without reasonable
accommodation, due to a mental or physical disability; or
(f) Executive’s death. In the event Executive’s
employment is terminated in accordance with this subsection 7.1,
Executive shall be entitled to receive only the Base Salary then in
effect, prorated to the date of termination, and any amounts earned
and payable pursuant to Sections 5 and 6, including any accrued but
unused vacation (collectively “Standard Entitlements”).
All other Company obligations to Executive pursuant to this
Agreement will become automatically terminated and completely
extinguished. Executive will not be entitled to receive the
Severance Package described in subsection 7.2 below.
7.2 Termination Without
Cause by Company/Severance . Company may terminate
Executive’s employment under this Agreement without Cause at
any time on thirty (30) days’ advance written notice to
Executive. In the event of such termination and contingent on the
satisfaction of the “Severance Conditions” outlined in
subsection 7.6 below, Executive will receive the Standard
Entitlements and a “Severance Package” that shall
include the following: (a) a “Severance Payment”
equivalent to nine (9) months of Executive’s Base Salary
then in effect on the date of termination, less required
deductions, payable in lump sum on the first company payday
following the satisfaction of the Severance Conditions;
(b) payment of the premiums required to continue
Executive’s group health care coverage pursuant to the
Consolidated Omnibus Budget Reconciliation Act of 1986
(“COBRA”) for a period of nine (9) months
following the date of termination, provided Executive elects to
continue and remains eligible for such benefits and does not become
eligible for health coverage through another employer during this
period; (c) the right to retain Executive’s laptop
computer and Blackberry or other PDA used by Executive, if any, as
of the date of termination, provided that Executive first delivers
such device(s) to the Company for removal of all Company
proprietary information; and (d) 100% acceleration as of the
termination date of all of the then-unvested shares subject to
stock options for Company’s capital stock held by Executive
at the time of such termination or resignation for Good Reason. All
other Company obligations to Executive will be automatically
terminated and completely extinguished.
7.3 Voluntary Resignation
by Executive for Good Reason/Severance . Executive may
voluntarily resign Executive’s position with Company for
“Good Reason” (as defined below), at any time on thirty
(30) days’ advance written notice. In the event of
Executive’s resignation for Good Reason, Executive will be
entitled to receive the Standard Entitlements and the Severance
Package described in subsection 7.2 above, provided Executive
complies with the Severance Conditions described in subsection 7.6
below. All other Company obligations to Executive pursuant to this
Agreement will become automatically terminated and completely
extinguished. Executive will be deemed to have resigned for Good
Reason if he resigns within ninety (90)
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