EX. 10.5 Adams
THIS EMPLOYMENT AGREEMENT (Agreement) is effective as of January 1, 2002, by and between URECOATS INDUSTRIES INC., a Delaware corporation with offices at Newport Center Plaza, 1239 East Newport Center Drive, Suite 101, Deerfield Beach, Florida 33442 (the Company), and Michael T. Adams an individual residing at 1883 Discovery Way, Deerfield Beach, Florida 33442 (the Executive).
W I T N E S S E T H :
WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment, subject to the terms and conditions hereinafter set forth.
WHEREAS, the Company acknowledges that Executive has been working for the Company in various capacities since January 1997 and is currently employed as the Executive Vice President under an employment arrangement.
WHEREAS, the Company wishes to memorialize the employment of the Executive in a formal Agreement and the Executive wishes to enter into such Agreement, subject to the terms and conditions hereinafter set forth.
NOW THEREFORE, the parties hereto, in consideration of the premises and mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, agree as follows:
1. EMPLOYMENT TERM. The Company hereby agrees to employ the Executive, and the Executive hereby accepts such employment for a period of four (4) years from January 1, 2002 through December 31, 2005, unless sooner terminated in accordance with Section 6 hereof (the Employment Period).
2. POSITION; DUTIES. During the Employment Period, the Executive shall hold the title and position of Executive Vice President of the Company and shall have the duties and responsibilities usually vested in such capacity, as determined from time to time by the Board of Directors, Chief Executive Officer and/or President of the Company, and such other duties and responsibilities as may be assigned to him from time to time by the Board of Directors, Chief Executive Officer and/or President of the Company.
3. MANNER OF PERFORMANCE. The Executive shall serve the Company and devote all his business time, his best efforts and all his skill and ability in the performance of his duties hereunder. The Executive shall carry out his duties in a competent and professional manner, to the reasonable satisfaction of the Board of Directors, Chief Executive Officer and/or President of the Company, shall work with other Executives of the Company and of its affiliates and generally promote the best interests of the Company and its customers. The Executive shall not, in any capacity engage in any activity which is, or may be, contrary to the welfare, interest or benefit of the business now or hereafter conducted by the Company or any of its affiliates.
4. COMPENSATION AND RELATED MATTERS. The Executives compensation for his services hereunder shall be as follows:
4.1 Base Compensation. During the Employment Period, Executive shall receive an annual base salary (the Annual Base Salary) of $105,000, payable in accordance with the Companys normal payroll practices. Executives Annual Base Salary will be reviewed on an annual basis by the Compensation Committee of the Board of Directors and may be increased from time to time, in the discretion of the Compensation Committee. Any increase in Annual Base Salary shall not serve to limit or reduce any other obligation to Executive under this Agreement. Annual Base Salary shall not be reduced at any time (including after any such increase), other than as part of an across-the-board salary reduction applicable to other executive officers of the Company. The term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as adjusted from time to time.
4.2 Restricted Common Stock.
(a) Executive is hereby granted 640,000 shares of restricted common stock of the Company, $.01 par value per share (the Shares) subject to vesting in 40,000 share increments on a quarterly basis commencing on the Effective Date. The Shares shall be other compensation to the Executive for his services hereunder and shall be earned and vest at the end of each quarter during the Employment Period.