Document/Exhibit Description Pages Size
1: 10-K Annual Report 44 194K
2: EX-10.22 Material Contract 9 20K
3: EX-12.4 Statement re: Computation of Ratios 1 6K
4: EX-13.1 Annual or Quarterly Report to Security Holders 24 124K
5: EX-22.1 Published Report Regarding Matters Submitted to a 1 5K
Vote of Security Holders
6: EX-23.1 Consent of Experts or Counsel 1 7K
EMPLOYMENT AGREEMENT
This Agreement is made this first day of April, 1993 by and between
Peter E. Flynn (executive) and Transition Engineering, Inc. ("Transition") and
North Star Universal, Inc. ("Employer" or "NSU").
The parties desire by this Agreement to completely supersede and replace
all employment Agreements between them heretofore made, whether written or oral.
Now, therefore, it is agreed:
1. EMPLOYMENT. The Employer hereby employs Executive, and Executive
accepts such employment and agrees to perform services for the Employer, for the
period and upon the other terms and conditions set forth in this Agreement.
2. TERM. Unless terminated at an earlier date in accordance with Article
5 of this Agreement the term of Executive's employment hereunder shall commence
on the date of this Agreement and shall expire on December 31, 1997 subject to
the terminating and severance provisions set forth in this Agreement.
Thereafter, the term of this Agreement shall be automatically extended for
successive one (1) year periods unless either party notifies the other in
writing of its desire to terminate this Agreement within ninety (90) days of
the end of the of the fifth anniversary or the end of each such calendar year
thereafter.
3. POSITION AND DUTIES.
3.01 SERVICE WITH EMPLOYER. During the term of this Agreement,
Executive agrees to perform such reasonable employment duties as the Board of
Directors of the Employer shall assign to him from time to time.
3.02 PERFORMANCE OF DUTIES. Executive agrees to serve the Employer
faithfully and to the best of his ability and to devote his full time,
attention and efforts to the business and affairs of the Employer during the
term of this Agreement. Executive hereby confirms that he is under no
contractual commitments inconsistent with his obligations set forth in this
Agreement, and that he will not render or perform services for any other
corporation, firm, entity or person which are inconsistent with the provisions
of this Agreement.
4. COMPENSATION.
4.01 BASE SALARY. As base compensation for all services to be rendered
by the Executive under this Agreement during the term of this Agreement, the
Employer shall pay to Executive an annual salary of One Hundred Thirty Thousand
and no/100 dollars ($130,000.00), which shall be paid on a bi-weekly basis in
accordance with the Employer's normal payroll procedures and policies.
4.02 ADDITIONAL COMPENSATION. For services rendered by the Executive
for the benefit of NSU, Employer shall pay Executive the annual amount of
$25,000, payable in four equal installments on the first day of each calendar
quarter. In the event this Agreement is terminated for any reason, Employer
agrees to pay Executive a pro-rata portion of the payment next due and payable.
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4.03 INCENTIVE COMPENSATION. The Employer agrees, for each of the
calendar years during the term of this Agreement, that Executive shall be
entitled to receive an annual bonus, payable on or before March 31 of the next
succeeding calendar year which shall be based on the performance of Transition.
The amount of the bonus payable to Executive for each such calendar year shall
be an amount equal to (i) 25% of his base annual salary if the "minimum targeted
performance" is achieved, (ii) 50% of his base annual salary if the "budgeted
targeted performance" is achieved and (iii) 75% of his base annual salary if the
"superior targeted performance" is achieved. Prior to each calendar year,
Executive and the Employer shall determine the minimum, budgeted and superior
targeted performance criteria based on budgets prepared by Transition for such
upcoming calendar year. In the event this Agreement is terminated pursuant to
Article 5.01 of this Agreement, other than under the provision of Paragraph (E)
of Article 5.01, Employer agrees to pay Executive a pro rata portion of the
annual bonus that Executive would otherwise be entitled to receive pursuant to
this Article 4.03, based upon the actual performance achieved for such calendar
year. The pro rata portion of the annual bonus to be paid to Executive in the
event of his termination pursuant to Article 5.01 of this Agreement shall be
determined based on the proportionate part of the current calendar year during
which he was employed by the Employer.
4.04 PARTICIPATION IN BENEFIT PLANS. Executive shall also be entitled
to participate in all employee benefit plans or programs (including vacation
time) of the Employer to the extent that his position, title, tenure, salary,
age, health and
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other qualifications make him eligible to participate. The Employer does not
guarantee the adoption or continuance of any particular employee benefit plan
or program during the term of this Agreement, and Executive's participation in
any such plan or program shall be subject to the provisions, rules and
regulations applicable thereto.
4.05 EXPENSES. The Employer will pay or reimburse Executive for all
reasonable and necessary out-of-pocket expenses incurred by him in the
performance of his duties under this Agreement, subject to the presentment of
appropriate vouchers in accordance with the Employer's normal policies for
expense verification.
5. TERMINATION
5.01 EVENTS OF TERMINATION The employment of Executive by Employer
hereunder shall continue as provided in Paragraph 2 of this Agreement unless
earlier terminated as follows:
A. By mutual written agreement of the parties;
B. Upon the death of Executive;
C. Upon ninety (90) days advance written notice by Executive to
Employer;
D. For cause under the control of Employer, upon thirty (30) days
advance written notice by Executive to Employer, with Employer
having fifteen (15) days from receipt of such notice to correct
said cause;
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E. At the option of Employer, upon the occurrence of any of the
following events: (i) If Executive shall materially neglect his
duties or devote a substantial portion of his time or attention to
other business or nonbusiness interests resulting in Executive's
neglect of his duties to Employer and the same shall continue for a
period of more than thirty (30) days following receipt by Executive
of written notice from Employer specifying such neglect; or (ii)
Upon the expiration of six (6) consecutive months after the
occurrence of physical or mental disability of Executive to such an
extent that he is unable to carry on a substantial portion of his
usual and customary duties.
F. At the election of Executive in the event that: (i) There shall
occur a material, adverse change in the title, duties or
responsibilities of Executive; or
(ii) The actual termination of Executive's employment by Employer
or any threatened or attempted termination of Executive's
employment by Employer other than under the provisions of paragraph
(E) of this Article.
(iii) Sale, merger, consolation, liquidation, exchange (stock for
stock or otherwise), sale of assets or other similar transaction or
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series of transactions (whether or not such transaction involves a
business combination) involving a majority interest in NSU or its
combined holdings.
5.02 SEVERANCE PAY. In the event of Executive's voluntary termination
of employment prior to expiration of the term hereof, Executive shall be
entitled to severance pay in an amount equal to one hundred percent (100%) of
his then annual base salary as provided for in Article 4.01 of this Agreement
plus $25,000, payable within thirty (30) days of such termination. In the event
Executives' termination of employment shall be involuntary or shall occur by
reason of the election on the part of the Executive due to an event described in
Paragraph (F) of Article 5.01, Executive shall be entitled to severance pay in
an amount equal to two hundred percent (200%) of his then annual base salary as
provided for in Article 4.01 of this Agreement plus $25,000. Severance pay shall
be payable within thirty (30) days of the earlier of the effective date of such
termination or the written notice of election by Executive to Employer as
provided for in said Paragraph (F) of Article 5.01.
6. STOCK OPTIONS.
6.01 SHARES OF EMPLOYER. All previous grants to Executive to purchase
shares of the Employer as attached hereto shall continue to be in effect.
However, if Executive is terminated then such options shall immediately vest.
7. MISCELLANEOUS
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7.01 AMENDMENTS. No amendment or modification of this Agreement shall
be deemed effective unless made in writing and signed by Executive and the
Employer.
7.02 WITHHOLDING TAXES. The Employer may withhold from any compensation
or other benefits payable under this Agreement all federal, state, city or other
taxes as shall be required pursuant to any law or governmental regulation or
ruling.
7.03 ASSIGNMENT. This Agreement shall not be assignable, in whole or in
part, by either party without the written consent of the other party.
7.04 SEVERABILITY. To the extent that any provision of this Agreement
shall be determined to be invalid or unenforceable, the invalid or unenforceable
portion of such provision shall be deleted from this Agreement, and the validity
and enforceability of the remainder of such provision and of this Agreement
shall be unaffected.
7.05 DISCLOSURE. Executive agrees to treat all proprietary information
relating to Employer's business in a confidential manner and will not make any
disclosure of information which would adversely affect Employer.
7.06 ARBITRATION. In the event that any matter of disagreement shall
arise in connection with this Agreement, such disagreement shall be promptly
settled by arbitration in Minneapolis, Minnesota, pursuant to the rules of the
American Arbitration Association.
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The parties have executed this agreement on the date above written.
Executive:
/s/ Peter E. Flynn
-----------------------------------
Peter E. Flynn
Employer:
NORTH STAR UNIVERSAL, INC.
By /s/Jeffrey J. Michael
---------------------------------
Its President & CEO
--------------------------------
TRANSITION ENGINEERING, INC.
By /s/ Jeffrey J. Michael
---------------------------------
Its VP Finance
--------------------------------
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Exhibit I
Summary of Stock Options Granted to Peter E. Flynn
[Download Table]
Number Date Expiration
of Shares Price Exercisable Date of
--------- ----- ----------- -------
25,000 $ 9.75 5-12-92 5-12-97
19,500 $ 4.00 4-17-92 4-17-97
15,000 $ 10.125 4-29-92 4-29-97
15,000 $ 10.125 4-29-93 4-29-98
10,000 $ 4.625 8-3-93 8-3-98
15,000 $ 10.125 4-29-94 4-29-99
10,000 $ 4.625 8-3-94 8-3-99
15,000 $ 10.125 4-29-95 4-29-2000
10,000 $ 4.625 8-3-95 8-3-2000
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Dates Referenced Herein and Documents Incorporated by Reference
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