Mr. Castellani was appointed our Chief Executive Officer and
began employment on February 1, 2000,
at which time he signed an employment and non-competition agreement. Mr.
Castellaniís employment contract had an initial term of two years, and renews
automatically each year thereafter unless terminated by Mr. Castellani or us.
The contract provides for a base salary of $600,000, subject to annual
increases at the discretion of the board of directors, and an annual cash bonus
based on our achievement of performance targets established by the board of
directors. In the event Mr. Castellani is terminated without cause, or
terminates his employment for good reason, as defined in the employment
agreement, he will receive salary through the later of the end of the term of
employment or one year from the effective date of termination, less any amounts
earned in other employment, and the pro rata share of the bonus due to Mr.
Castellani prior to the termination of employment. Mr. Castellani has agreed
not to compete with us, to preserve our confidential information, not to
recruit or employ our employees to or in other businesses and not to solicit
our customers or suppliers for competitors until one year after the effective
date of termination.
††††††† On April 15, 1998, Messrs. Reid, Wade
and Klasing and Ms. Stevens entered into employment agreements with us. These
agreements contain severance provisions that provide for one year of base
salary upon termination of employment, by us without cause or by the employee
with good reason as defined in the employment agreement, less any amounts
earned in other employment, and the pro rata share of the bonus due to the
employee prior to the termination of employment. The agreements extend from
year-to-year unless terminated by the employee or us. Other provisions require
us to pay bonuses earned by the employee upon our achievement of targets
relating to sales, earnings and return on invested capital that are approved by
our board of directors, and an agreement by the employee not to compete with
us, to preserve our confidential information, not to recruit or employ our
employees to or in other businesses and not to solicit our customers or
suppliers for competitors.
††††††† Upon his
resignation, Mr. Reidís employment agreement was replaced by a severance
agreement and an amendment to his employment and noncompetition agreement dated
August 15, 2003 as filed with the SEC on November 6, 2003 as an exhibit to our
quarterly report on Form 10-Q. This agreement provides Mr. Reid with the
continuation of his then base salary and health care insurance coverage under
the our group health care plan through twelve consecutive months following the
date of his resignation, payment under his then existing bonus plan through
fiscal 2003 and outplacement services for twelve months.
Restricted Stock Agreement, Employment and Noncompetition
Agreement and Senior Executive Stock Subscription Agreement furnished on March
31, 2000 as an exhibit to Annual Report on Form 10-K of Advance Holding
Corporation. (filings don't go that far)