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EXHIBIT 10.45
AGREEMENT
This
Agreement, made as of the 1st day of July, 2004 between Valley
National Gases, Inc., a Corporation,
("VALLEY") and William A. Indelicato
("INDELICATO").
WHEREAS,
Indelicato, individually and by and through his consulting
business ADE Vantage ("CORPORATION") have
an arrangement with Valley National
Gases, Inc., which expires June 30, 2004,
for certain management services and
the expansion of Valley's industrial gas
and welding supply business, through
acquisition and expansion of industrial gas
and welding supply distributors
("ACQUISITION PROGRAM"); and,
WHEREAS,
Valley and Indelicato desire to enter into this Agreement
setting
forth Indelicato's continuing relationship
with Valley for general management
services and in the execution of the
Acquisition Program including compensation
therefore.
WITNESSETH
in consideration the mutual promises hereinafter contained
Valley and Indelicato agree as follows:
1. Duties. Indelicato, through his position
as Vice Chairman of the Board of
Directors and Chief Executive Officer
(CEO), will provide Valley with general
management, and more specifically, manage
and direct the President of Valley. On
a limited and selected basis, Indelicato,
together with Valley, will qualify all
potential distributors for acquisition and
jointly target distributors for
acquisition solicitation ("TARGET
DISTRIBUTORS"). Indelicato will assist Valley
in the solicitation, preparation of
offering memoranda, contract negotiation,
due diligence and/or any other matters
necessary to assist Valley to consummate
Target Distributor acquisitions in
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accordance with the Board approved
Acquisition Program. Compensation for such
services will be provided as part of the
management service fee covered in
Paragraphs 10 & 11.
2. Term. The term of this Agreement shall
be two (2) years from the execution
and delivery of this Agreement.
3. Independent Contractor Status. It is
understood that Indelicato is an
independent contractor, representing Valley
pursuant to this Agreement, and he
shall not otherwise hold himself out to the
public as employee, or partner of
Valley. As such Indelicato is responsible,
where necessary, to secure at his
sole cost, worker's compensation,
insurance, disability, benefits and any other
insurance as may be requires by law. Valley
will not provide, nor will it be
responsible to pay for benefits for
Indelicato. Any benefits, if provided by
Indelicato for himself and/or his staff,
including by not limited to, health
insurance, paid vacation, paid holidays,
sick leave or disability insurance
coverage of whatever nature, shall be
secured and paid for by Indelicato.
4. Tax Duties and Responsibilities.
Indelicato is responsible for the payment of
all required payroll taxes, whether
federal, state or local in nature,
including, but not limited to, income
taxes, social security taxes, federal
unemployment compensation taxes, and any
other fees, charges, licenses or other
payments required by law.
5. Employee's of Independent Contractor.
Indelicato may employ as many employees
as he requires, such matter resting
entirely with his own discretion. Valley
need not be advised to the employment of
such individuals. Such persons are
employed of Indelicato, and he shall be
deemed employer of such persons. As
such, Indelicato shall be responsible for
compensation as well as all necessary
insurance and payroll deductions
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for such persons, including but not limited
to, federal, state and local income
taxes, social security taxes, unemployment
compensation taxes, workers
compensation coverage, etc.
6. ADE Vantage. Indelicato may at his sole
cost and expense (except for
reimbursement support service costs as
provided in Paragraph 11 hereinafter), in
his execution of the Acquisition Program
engage Corporation, ADE Vantage, his
consulting business, as his agent and
contractor to provide support services and
any other services executed pu
