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EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement

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This Executive Employment Agreement involves

FLO Corporation

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Title: EXECUTIVE EMPLOYMENT AGREEMENT
Governing Law: Delaware     Date: 5/28/2008

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Employment Agreement

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) days after any of the following circumstances: (a) Company reduces Executive’s Base Salary and/or the amount of the maximum incentive bonus for which Executive is eligible by more than ten percent (10%), without Executive’s express written consent, unless such reduction is made as part of, and is generally consistent with, a general reduction of senior executive salaries and/or bonuses; (b) Company reduces the kind or level of executive benefits to which Executive is entitled without Executive’s express written consent, unless the reduction is made as part of, and is generally consistent with, a general

 

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