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Severance and Consulting Agreement

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Sectors: Materials and Construction
Governing Law: Georgia
Effective Date: July 13, 1999
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Exhibit 10n


SEVERANCE AND CONSULTING AGREEMENT


The Severance and Consulting Agreement is made and entered into by and between Joseph H. Rubin (hereinafter "Consultant") and Abrams Industries, Inc., its allied and affiliated companies (hereinafter "the Company").


W I T N E S S E T H:


WHEREAS, Consultant is presently employed by the Company; and


WHEREAS, Consultant and the Company mutually desire to sever the employment relationship effective July 13, 1999 amicably by entering into the severance arrangements stated in this agreement;


WHEREAS, Consultant acknowledges and agrees that his employment relationship with the Company is being severed under circumstances in which he would not qualify for receipt of any severance benefits under The Abrams Industries, Inc. Salaried Employees Severance Plan and that the provisions of this Agreement constitute the sole and exclusive source of any post-employment benefits from the Company;


WHEREAS, Consultant acknowledges that he has been advised in writing to consult with an attorney and that he has been afforded twenty-one (21) days in which to consider the terms of this Agreement; and


WHEREAS, Consultant has obtained all advice and counsel he needs to understand each of the terms and conditions of this Agreement;


NOW, THEREFORE, in consideration of the special monetary consideration and mutual promises stated in this document, it is agreed as follows:


1. At reasonable times during the period beginning with the date of execution of this document and continuing for eighteen (18) months thereafter, unless terminated earlier, Consultant shall be available to consult with the Company concerning professional and other matters within his knowledge or expertise, including specifically the knowledge or expertise Consultant obtained as a result of his past employment at the Company. Consultant shall provide such consulting services as the Company may direct. Consultant shall not enter into any oral or written agreements on behalf of the Company unless specifically authorized in writing to do so by an Executive Officer of Abrams Industries, Inc. The consulting arrangement stated herein shall end in accordance with the provisions of paragraph (3) below.


2. Consultant understands and agrees that, after July 13, 1999, he shall not be considered to be an employee of the Company and that during the term of this Agreement, he shall be classified as an independent contractor and that he shall be wholly and exclusively responsible for all taxes, including FICA and federal and state income taxes on sums paid under this Agreement. Except for the payments and benefits provided herein and previously vested profit sharing distributions, Consultant shall not be eligible for any other payments or benefits, such as future profit sharing distributions or any Company-sponsored medical or insurance benefits, that are or may be provided to


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Company employees. Subject to any COBRA benefits elections made at the commencement of this Agreement in accordance with normal Company practices, and except as outlined below, Consultant shall be wholly and exclusively responsible for his own medical, life, and other insurance coverages.


3. This Agreement shall terminate automatically eighteen (18) months after the date of its execution. This Agreement shall also terminate automatically in the event of any revocation by Consultant of the understandings expressed herein. The Company may terminate this Agreement for Cause. Cause shall include the following: actions or statements that disparage or criticize the Company or its affiliates or their officers, directors, employees and agents; failure to cooperate fully with the Company in providing consulting services under this Agreement; actions that damage the Company's business, including, but not limited to any action which interferes with existing contractual or employment relationships with customers or Company employees; the filing of any claim, charge or suit against the Company or its affiliates or any of their past or present officers, directors or employees other than for breach of this Agreement; material breach of any provision of this Agreement; or dishonesty or other misconduct involving the performance of Consultant's duties under this Agreement.


4. Consultant agrees never to take any action which disparages or criticizes the Company or any of its officers, directors, employees and agents, or its management practices or which disrupts or impairs its normal operations, including actions that would result in the filing of any claims, lawsuits or charges against the Company as a result of anything that has occurred up to and including the present date.


5. The Company agrees that, commencing after expiration of the revocation period outlined below, it will:


a) Pay to Consultant $16,000 per month commencing on January
1, 2000 and continuing on the first day of each subsequent
11 months until and including December 1, 2000, and then
pay to Consultant a final payment of $108,000 on January 1,
2001.


b) If Consultant requests reimbursement prior to December 31,
1999 for reasonable legal fees incurred prior to that date
in connection with negotiating and entering into this
Agreement and provides documentation evidencing those fees,
the Company will pay up to $4,000 of the reasonable legal
fees. No legal fees incurred after December 31, 1999 will
be paid by the Company.


c) If the Consultant elects COBRA continuation coverage, the
Company will pay all of the Consultant's COBRA premium,
including the COBRA premium for continuation of dependent
coverage currently in place. This COBRA payment will
continue until the earlier to occur of: (1) eighteen (18)
months following execution of this Agreement, or (2) up to
and until Consultant becomes eligible for coverage under a
group plan provided by another employer.


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As an independent contractor, Consultant shall be wholly and exclusively responsible for all taxes, including FICA and federal and state income taxes on these payments.


Also commencing after the expiration of the revocation period outlined below, the Company agrees that the interest payable under the Deferred Compensation Agreement dated January 15, 1987 between Abrams Industries, Inc. and Joseph H. Rubin shall be as calculated in Section 3 of such Agreement, without reference to Section 5 of such Agreement.


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