Preview of our top selling Employee Retention Agreement
Friede Goldman Halter - Employee Retention And Incentive Agreement
EXHIBIT 10.26
EMPLOYEE RETENTION AND INCENTIVE AGREEMENT
THIS EMPLOYEE RETENTION AND INCENTIVE AGREEMENT (this "Agreement") is made and entered into as of Effective Date (as hereinafter defined) by and between FRIEDE GOLDMAN HALTER, INC. (the "Company"), a Mississippi corporation, and John Haley ("Employee").
A. The Company and many of its affiliates (collectively the "Debtors") are currently in Chapter 11 bankruptcy proceedings pending in the United States Bankruptcy Court for the Southern District of Mississippi, Southern Division (the "Bankruptcy Court"), jointly administered under case no. 01-52173-SEG (the "Bankruptcy Cases") and the Company is therefore at risk of losing key people.
B. The Company wishes to provide an incentive for management and other key employees to remain with the Company for the period set forth in this Agreement in order to facilitate the completion of the Company's Bankruptcy Cases, and on January 25, 2002 the Debtors filed Motion of Debtors for Approval of Employee Retention and Incentive Program for Key Employees of the Debtors (the "Motion") setting forth the terms of the program (the "Retention and Incentive Program"). The provisions of this agreement will be governed by the Bankruptcy Court.
C. The Employee is currently employed in the Friede Goldman Offshore-Texas business segment of the Debtors (the "Business Segment") and desires to remain so employed pursuant to the terms of this Agreement. The Employee has been designated to be eligible to participate in this retention and incentive program by the Chief Executive Officer of Friede Goldman Halter, Inc. and approved by the Creditors Committee.
NOW THEREFORE, in consideration of the mutual promises, covenants and agreements set forth below, and subject to the terms of the Bankruptcy Court's Order Authorizing and Approving Employee Retention and Incentive Program for Key Employees of the Debtors (Docket No. 2481) dated June 26, 2002 (the "Approval Order"), it is hereby agreed as follows:
1. Employment and Duties.
1.1 The Company agrees to employ Employee and Employee agrees to be employed by the Company subject to the terms and conditions of this Agreement for a term beginning as of the Effective Date and continuing through the earlier to occur of (a) the effective date of the confirmation by the Bankruptcy Court of a plan of reorganization or a plan of liquidation of the Business Segment, (b) the date of the close of the sale of the Business Segment, or effective date of a plan of reorganization or liquidation that provides for the overall resolution of the Bankruptcy Cases, or (c) the date the employment of Employee is terminated by the Company (the "Term"). Employee may terminate employment with the Company at any time prior to the end of the Term, but in so doing Employee will not be entitled to the Payment Amount (as hereinafter defined).
1.2 Employee shall be employed in the position in which Employee is currently employed and shall have the normal authorities, responsibilities and duties of such position. In addition, the Board of Directors of the Company or the Chief Executive Officer of the Company may assign Employee to such other position or such additional duties from time to time as may be reasonably appropriate, as determined in the good faith opinion of the Company. Employee shall at
all times comply with the decisions of the Board of Directors or CEO as to the assignment of duties and policies and procedures of the Company as in effect from time to time.
2. Compensation and Benefits.
2.1 During the Term, the Company shall pay Employee a monthly base salary of $13,750.00, which shall be paid in accordance with the Company's standard payroll practice.
2.2 During the Term, Employee shall be eligible to participate in all general employee pension and welfare benefit plans and programs on the same basis generally applicable to other employees of the Company, to include any special benefits particular to employee if not in monthly base salary. Nothing in this Agreement is to be construed as (a) providing Employee with greater rights, participation, coverage, or benefits under such employee pension and welfare benefit plans or programs than provided pursuant to the general terms and conditions of such benefit plans and programs, or (b) prohibiting the Company from amending or terminating any such plans and/or programs.
2.3 The Company may withhold from any compensation, benefits or other amounts payable to Employee all taxes as may be required pursuant to any applicable law.
3. Retention and Incentive Bonus.
3.1 Subject to the eligibility requirements of Section 3.3 of this Agreement Employee shall be entitled to a retention and incentive bonus in the amount (the "Payment Amount") equal to the sum of (a) $52,715.00 plus (b) the Deferred Compensation Plan Share (as hereinafter defined) of Employee. For purposes of this Agreement, the term "Deferred Compensation Plan Share" means the result of (x) a fraction, the numerator of which is the aggregate contributions of Employee to the Friede Goldman Halter, Inc. Deferred Compensation Plan (the "Deferred Compensation Plan") and the denominator of which is the aggregate contributions of all current participants in the Deferred Compensation Plan, multiplied by (y) the funds from the Deferred Compensation Plan placed in the Retention and Incentive Program.
3.2 Payment of the Payment Amount will be made on the following dates (each a "Payment Date"): (a) one-half of the Payment Amount on the earlier to occur of (i) a date selected by the Debtors that is within 10 days following the date of the closing of the sale of the Business Segment in which the employee is employed, (ii) a date selected by the Debtors that is within 10 days following the effective date of a plan of reorganization or plan of liquidation of the Business Segment (as opposed to the effective date of a plan of reorganization or liquidation that provides for the overall resolution of the Bankruptcy Cases), (iii) a date selected by the Debtors that is within 10 days following the date his or her employment with the Debtors is terminated without cause, or (iv) September 30, 2002; and (b) one-half of the Payment Amount on the earlier to occur of (i) a date selected by the Debtors that is within 30 days following the effective date of a plan that provides for the overall resolution of the Bankruptcy Cases, or (ii) March 31, 2003. Each payment shall be a date when national banks are open.
3.3 In order to be eligible to receive payment of part of the Payment Amount on a Payment Date, Employee must remain employed in good standing by a Debtor until the earlier to occur of (a) the date Employee's employment with the Debtors is terminated by Debtors without cause or (b) the date the Employe...
View agreement details