This Employment Agreement dated January 7, 2002 (this "Agreement"),
made by and between Central Freight Lines, Inc., a Texas corporation with its
principal place of business in Waco, Texas (the "Company"), and Robert V. Fasso,
(hereinafter, the "Employee").
Employment Duties of Employee
The Company hereby hires the Employee to serve the Company as Chief
Executive Officer. The Employee does hereby accept such employment and agrees to
perform the duties required of him in such capacity faithfully, industriously
and to the best of his ability as such duties pertaining to such capacity are
from time to time established by the Board of Directors of the Company;
provided, however, that such duties shall specifically provide for the Employee
to be the Chief Executive Officer of the Company.
Place of Employment
The Employee's main business office will remain in the general Phoenix
area, so as not to require the relocation of his family from their current
Scottsdale, Arizona residence.
Time to be Devoted to Company Business
The Employee shall give his best endeavors to the discharge of his
duties hereunder with undivided loyalty, devoting substantially all of his
business time, attention, knowledge, energy and skills to such employment. The
Employee shall not permit his employment by, or association with, any other
person, firm or corporation, other than the Company, to interfere with the
performance of his duties to the Company.
Base Compensation of the Employee
As base compensation for the services to be performed by the Employee
as herein provided, the Company agrees to pay the Employee an annual salary of
$325,000.00, payable in accordance with the payment practices of the Company,
but not less than one pro-rated payment monthly. The Employee's base
compensation may be increased but may not be decreased, by merit raises in an
amount to be determined annually by the Board of Directors of the Company, and
to be based upon an annual review of Employee's performance by the Board of
Directors of the Company.
As additional compensation to the Employee for the services to be
performed by the Employee as herein provided, the Employee shall be eligible to
participate in the annual bonus plan as set forth on Appendix A, attached hereto
and incorporated herein (the "Annual Bonus Plan"); provided, however, that in
the year the Employee ceases to be employed by the Company on a full-time basis,
the Employee's participation in the Annual Bonus Plan shall be pro-rated and
calculated as follows: the bonus that the Employee would have been entitled to
receive if the Employee had been employed by the Company on the last day of that
year, multiplied by a fraction, the numerator of which shall be the number of
days in that year that the Employee was employed by the Company on a full-time
basis, and the denominator of which shall be 365.
Granting of Equity
The Company shall cause its parent company, Central Freight Lines,
Inc., a Nevada corporation (the "Parent"), to grant to the Employee an option to
purchase 1,260,000 shares of the Parent's Class A Common Stock (the "Option
Shares"), for a period of 10 years from the Commencement Date (as defined in
Section 7 of this Agreement), at a price of $1.35 per share. The Employee's
right to purchase the Option Shares shall vest 50% on the Commencement Date,
with the remaining 50% vesting 20% per year beginning with the first anniversary
of the closing date of the initial public offering of the Parent's Class A
Common Stock, all as more specifically described in a Stock Option Agreement to
be entered into by the Parent and the Employee.
Term of Agreement
(i) The term of this Agreement shall commence on January 7, 2002
(the "Commencement Date"), and shall remain in force for as long as the Employee
is employed by the Company.
(ii) The Employee may be terminated at any time upon payment of two
years' salary at the then current level. The removal of the Employee as Chief
Executive Officer of the Company, or a material adverse change in his
responsibilities, shall constitute a termination for the purposes of this
Agreement. In no event, however, shall the Employee be entitled to receive the
payment described in this Section 7(ii) if the Employee voluntarily terminates
his employment with the Company.
During the term of the Employee's employment, the Company will pay the
premiums on two life insurance polices, one $4,000,000 term policy and one
$1,000,000 whole-life policy, owned by the Employee; provided, however, that in
no event shall the Company's obligation to pay such premiums exceed $7,000 per
policy per year unless approved by the Board of Directors of the Company.
The Company shall indemnify and hold the Employee harmless from and
against any and all claims, demands, suits, expenses (including attorneys'
fees), judgments, fines, amounts paid in settlement of claims of any kind, and
all other liabilities of any kind which arise by reason of the fact that the
Employee is or was an officer, director, employee or agent of the Company, or is
or was serving on behalf of the Company as a director, officer, employee or
agent of any other corporation, partnership, joint venture, trust or other
enterprise, during any period of time from and after the Commencement Date. Such
indemnification by the Company shall extend to the full extent permitted by law
so long as the Employee acted in good faith. Such indemnification shall not
extend to acts of the Employee which constitute bad faith or a willful breach of
trust in the performance of his duties hereunder or acts of the Employee which
are criminally illegal. The indemnification provided herein is in addition to
and not in substitution for, any indemnification provided the Employee by any
other document executed by the Company or any other person or entity. The rights
of the Employee under this Section 9 shall not be limited to the life of this
All notices, requests, demands and other communications provided for by
this Agreement shall be in writing and shall be deemed to have been given when
mailed at any general or branch office of the United States Postal Service
enclosed in a certified postage paid envelope and addressed to the address of
the respective parties stated below or to such changed address as the party may
have fixed by notice:
To the Company: c/o Mr. Jerry Moyes, Chairman of the Board
Central Freight Lines, Inc.
2200 South 75th Avenue
Phoenix, AZ 85043
With a copy to: Scudder Law Firm, P.C., L.L.O.
411 S. 13th Street, Suite 200
Lincoln, NE 68508
Attn: Earl Scudder
To the Employee: Mr. Robert V. Fasso
13431 E. Wethersfield Road
Scottsdale, AZ 85259
With a copy to: Mariscal, Weeks, McIntyre & Friedlander, P.A.
2901 North Central Avenue, Suite 200
Phoenix, AZ 85012-2705
Attn: Anne L. Tiffen
This Agreement and the Interest Purchase Agreement and the Secured
Promissory Note both of even date herewith between the Employee and Southwest
Premier Properties, L.L.C., a Texas limited liability company and related entity
of the Company ("SPP"), constitute the entire agreement between the Company and
the Employee and SPP and the Employee, with respect to the Employee's employment
by the Company and his relationship with SPP, respectively. No prior written or
prior contemporaneous oral promises or representations shall be binding. This
Agreement shall not be amended or changed except by written instrument signed by
both parties; however, nothing herein shall prohibit or prevent the Company from
establishing rules and regulations as above provided.
This Agreement supersedes all prior employment agreements, if any,
between the Company and the Employee.
At any time herein the Employee is referred to, such term shall also
mean the Employee's heirs, devises, executors and administrators as the case may
This Agreement and any and all rights hereunder shall not be assignable
by the Company or the Employee.
This Agreement is executed and delivered in, and shall be construed and
enforced in accordance with the laws of the State of Arizona
CENTRAL FREIGHT LINES, INC., EMPLOYEE
a Texas corporation
By: /s/ Jerry Moyes /s/ Robert V. Fasso
Robert V. Fasso
Date: __________________________ Date: _______________________
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