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Form of Amended Employment Agreement - Ceo

This is an actual contract by Integrated Electrical Services.

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Sectors: Materials and Construction
Governing Law: Texas, View Texas State Laws
Effective Date: January 01, 2003
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AMENDED AND RESTATED EMPLOYMENT AGREEMENT


This amended and restated Employment Agreement (the "Agreement") by and between Integrated Electrical Services, Inc., a Delaware Corporation ("IES") and ______________ ("Executive") is hereby entered into effective as of this ____ day of _____________, 2003.


RECITALS


Whereas, Executive and IES [or subsidiary company] have previously entered into an Employment Agreement (the "Original Agreement") as of the ____ day of __________, _____; and


Whereas, the parties to the Original Agreement deem it desirable to amend and restate such Agreement in its entirety [and to include IES as a party to the Agreement]; and


Whereas, as of the Effective Date, IES and the subsidiary companies of IES (collectively, the "IES Companies") are engaged primarily in the providing of any electrical contracting, information technology principally related to the electrical contracting or cabling industry, and related services business; and


Whereas, Executive is employed hereunder by IES in a confidential relationship wherein Executive, in the course of his/her employment with IES, has and will continue to become familiar with and aware of information as to IES's customers and specific manner of doing business, including the processes, techniques and trade secrets utilized by IES, and future plans with respect thereto, all of which has been and will be established and maintained at great expense to IES. This information is a trade secret and constitutes the valuable goodwill of IES.


Therefore, in consideration of the mutual promises, terms, covenants and conditions set forth herein and the performance of each, the Original Agreement is hereby amended and restated in its entirety as follows:


AGREEMENTS


1. Employment and Duties.


(a) IES hereby employs Executive as ______________________________. As
such, Executive shall have responsibilities, duties and authority
reasonably accorded to, expected of and consistent with Executive's
position. Executive hereby accepts this employment upon the terms and
conditions herein and agrees to devote substantially all of his/her time,
attention and efforts to promote and further the business and interests of
IES and its affiliates.


(b)Executive shall faithfully adhere to, execute and fulfill all lawful
policies established by IES.


(c) Executive shall not, during the term of his/her employment
hereunder, engage in any other business activity pursued for gain, profit
or other pecuniary advantage if such activity interferes in any material
respect with Executive's duties and responsibilities hereunder. The
foregoing limitations shall not be construed as prohibiting Executive from
making personal investments in such form or manner as will neither require
his/her services in the operation or affairs of the companies or
enterprises in which such investments are made nor violate the terms of
paragraph 3 hereof.


2. Compensation. For all services rendered by Executive, IES shall compensate Executive as follows:


(a) Base Salary. The base salary payable to Executive during the term
shall be $__________ monthly ($___________ on an annualized basis), payable
in accordance with IES' payroll procedures for officers, but not less
frequently than monthly. Such base salary may be increased from time to
time, at the discretion of the Board of Directors of IES (the "IES Board"),
in light of the Executive's position, responsibilities and performance.


(b) Executive Perquisites, Benefits and Other Compensation. Executive
shall be entitled to receive additional benefits and compensation from IES
in such form and to such extent as specified below:


1
(i) Reimbursement for all business travel and other out-of-pocket
expenses (including those costs to maintain any professional
certifications held or obtained by Executive) reasonably incurred by
Executive in the performance of his/her duties pursuant to this
Agreement and in accordance with IES' policy for executives of IES.
All such expenses shall be appropriately documented in reasonable
detail by Executive upon submission of any request for reimbursement,
and in a format and manner consistent with IES' expense reporting
policy.


(ii) Executive shall, subject to the satisfaction of any general
eligibility criteria, be eligible to participate in all compensation
and


(iii) Provided Executive is the _________________________ of IES,
he/she may receive an incentive payment equal to a percentage of
his/her annualized base, as set forth in paragraph 2(a) above,
developed based on mutually agreeable goals, objectives and
incremental performance of the business unit for which Executive is
directly responsible, all subject to approval of the Compensation
Committee of the Board of Directors. The actual payout of any
incentive payment is typically made in December of each year.


(iv) IES shall provide Executive with such other perquisites as
may be deemed appropriate for Executive by the IES Board.


3. Non-Competition Agreement.


(a) Executive recognizes that IES' willingness to enter into this Agreement is based in material part on Executive's agreement to the provisions of this paragraph 3 and that Executive's breach of the provisions of this paragraph 3 could materially damage IES. Subject to the further provisions of this Agreement, Executive will not, during the term of his/her employment with IES, and for a period of two years immediately following the termination of such for any reason whatsoever, either for Cause or in the event the Executive terminates his/her employment without Good Reason, except as may be set forth herein, directly or indirectly, for himself/herself or on behalf of or in conjunction with any other person, company, partnership, corporation or business of whatever nature:


(i) engage, as an officer, director, shareholder, owner, partner,
joint venturer, or in a managerial capacity, whether as an employee,
independent contractor, consultant or advisor, or as a sales
representative, in any electrical contracting, information technology
principally related to the electrical contracting or cabling industry, and
related services business in direct competition with any IES Company within
100 miles of where any IES Company conducts business, including any
territory serviced by an IES Company during the term of Executive's
employment (the "Territory");


(ii) call upon any person who is, at that time, an employee of an IES
Company for the purpose or with the intent of enticing such employee away
from or out of the employ of the IES Company;


(iii) call upon any person or entity which is, at that time, or which
has been, within one year prior to that time, a customer of an IES Company
within the Territory for the purpose of soliciting or selling electrical
contracting, information technology principally related to the electrical
contracting or cabling industry, and related products or services in direct
competition with the IES Companies within the Territory;


(iv) call upon any prospective acquisition candidate, on Executive's
own behalf or on behalf of any competitor, which candidate was, to
Executive's knowledge after due inquiry, either called upon by an IES
Company or for which an IES Company made an acquisition analysis, for the
purpose of acquiring such entity; or


(v) disclose customers, whether in existence or proposed, of IES to
any person, firm, partnership, corporation or business for any reason or
purpose whatsoever except to the extent that IES has in the past disclosed
such information to the public for valid business reasons.


2
Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Executive from acquiring as an investment not more than 1% of
the capital stock of a competing business, whose stock is traded on a
national securities exchange, the Nasdaq Stock Market or on an
over-the-counter or similar market, unless the Board of Directors of IES
consents to such acquisition.


(b) Because of the difficulty of measuring economic losses to IES as a
result of a breach of the foregoing covenant, and because of the immediate
and irreparable damage that could be caused to IES for which they would
have no other adequate remedy, Executive agrees that foregoing covenant may
be enforced by IES, in the event of breach by him/her, by injunctions and
restraining orders. Executive further agrees to waive any requirement for
IES' securing or posting of any bond in connection with such remedies.


(c) It is agreed by the parties that the foregoing covenants in this
paragraph 3 impose a reasonable restraint on Executive in light of the
activities and business of the IES Companies on the date of the execution
of this Agreement and the current plans of the IES Companies; but it is
also the intent of IES and Executive that such covenants be construed and
enforced in accordance with the changing activities, business and locations
of the IES Companies throughout the term of this covenant, whether before
or after the date of termination of the employment of Executive, unless the
Executive was conducting such new business prior to any IES Company
conducting such new business. For example, if, during the term of this
Agreement, an IES Company engages in new and different activities, enters a
new business or establishes new locations for its current activities or
business in addition to or other than the activities or business enumerated
under the Recitals above or the locations currently established therefore,
then Executive will be precluded from soliciting the customers or employees
of such new activities or business or from such new location and from
directly competing with such new business within 100 miles of its
then-established operating location(s) through the term of this covenant,
unless the Executive was conducting such new business prior to any IES
Company conducting such new business.


(d) It is further agreed by the parties hereto that, in the event that
Executive shall cease to be employed hereunder and shall enter into a
business or pursue other activities not in competition with the electrical
contracting activities of the IES Companies or similar activities or
business in locations the operation of which, under such circumstances,
does not violate clause (a)(i) of this paragraph 3, and in any event such
new business, activities or location are not in violation of this paragraph
3 or of Executive's obligations under this paragraph 3, if any, Executive
shall not be chargeable with a violation of this paragraph 3 if the IES
Companies shall thereafter enter the same, similar or a competitive (i)
business, (ii) course of activities or (iii) location, as applicable.


(e) The covenants in this paragraph 3 are severable and separate, and
the unenforceability of any specific covenant shall not affect the
provisions of any other covenant. Moreover, in the event any court of
competent jurisdiction shall determine that the scope, time or territorial
restrictions set forth are unreasonable, then it is the intention of the
parties that such restrictions be enforced to the fullest extent which the
court deems reasonable, and the Agreement shall thereby be reformed.


(f) All of the covenants in this paragraph 3 shall be construed as an
agreement independent of any other provision in this Agreement, and the
existence of any claim or cause of action of Executive against IES, whether
predicated on this Agreement or otherwise, shall not constitute a defense
to the enforcement by IES of such covenants. It is specifically agreed that
the period of two years (subject to the further provisions of this
Agreement) following termination of employment stated at the beginning of
this paragraph 3, during which the agreements and covenants of Executive
made in this paragraph 3 shall be effective, shall be computed by excluding
from such computation any time during which Executive is in violation of
any provision of this paragraph 3.


(g) IES and the Executive hereby agree that this covenant is a
material and substantial part of this transaction.


4. Term; Termination; Rights on Termination. The term of this Agreement shall begin on the Effective Date and continue for three years (the "Initial Term") and, unless terminated sooner as herein provided, shall continue on a year-to-year basis on
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