Dunn's policies, Chief Executive Officer, are in place. With the mutual consent of the Executive and the company, the Executive may instruct the Company to remit directly to such insurance company or companies as the Executive may designate from time to time, in full or partial satisfaction of the Executive's own obligations under his own contract s of insurance with such company or companies, a sum equal to the total amount otherwise payable by the company for its in place insurance coverage's being offered to other executives for premiums covered under any contract s for any insurance policy or policies contemplated by the terms of Section 5 d of this Agreement.
The obligation to remit any sum s payable under this Section 5 d 7 shall continue until the first anniversary of the termination of this Agreement for any reason.
Relocation Expenses. The Executive will be required to relocate from Naples, Florida, to Solon, Ohio, or a community within Northeast Ohio that is within 45 minutes driving distance of Solon, Ohio, to perform his corporate duties as described in this contract.
The Company agrees to reimburse the Executive for any and all pre approved fees and expenses associated with said relocation including but not limited to:. Moving Expenses. The Company shall reimburse the Executive for all moving expenses, including packing, shipping, insurance, unpacking and temporary storage costs. Housing Value Adjustment. Said payment form of either Serefex common stock or cash is to be mutually agreed upon by the Executive and the Company.
Relocation Bonus. All relocation payments and benefits are to be fully grossed-up for any applicable taxes. All amounts in compensation and benefits payable under Sections 5 a through 5 f of this Agreement shall be remitted and honored in accordance with the terms set forth or referenced therein in a timely fashion and in such manner as shall be mutually agreeable between Executive and the Company to the extent not otherwise specified in this Agreement.
The Executive's employment hereunder shall terminate upon expiration of any Term of this Agreement by operation of Section 2 a of this Agreement, but otherwise may be terminated only as follows:. Death of the Executive. Subject to any post-mortem rights or obligations specified herein, the Executive's employment shall terminate immediately upon his death. Disability of the Executive. If the Executive shall fail or become unable to perform any of his duties hereunder due to illness or other incapacity as determined by a medical doctor mutually agreed to by the Executive or his attorney-in-fact and the Company and such illness or incapacity shall continue for a period of more than 9o consecutive days "Disability" , the Company may terminate the Executive's employment hereunder 3o days after written notice of termination is given to the Executive or his attorney-at-law or attorney-in-fact if the Executive shall not have returned to the performance of his duties on a full-time basis by the end of such 3o-day notice period.
With Cause or Without Cause. A failure by the Executive to perform material duties assigned to him as an employee of the Company other than due to physical or mental disability or impairment or after the delivery of a Notice of Termination for Constructive Termination by the Executive pursuant to Section 6 d of this Agreement ;.
The Executive's conviction for a felony offense;. A material breach by the Executive of any written covenant or agreement not to compete with the Company or any subsidiary or any affiliate; or.
A breach of the Executive's fiduciary duty to the Company. Any termination of the Executive's employment for any of the reasons listed in this Section 6 c shall constitute a termination "With Cause" for purposes of this Agreement and any termination of the Executive's employment for any reason other than those listed in this Section 6 c or as provided by Sections 6 a or 6 b hereof, whether for the convenience of the Company or otherwise, shall constitute a termination "Without Cause" for purposes of this Agreement.
Constructive Termination. Any change in the Executive's reporting relationship as specified in Section 3 of this Agreement, any assignment or delegation, without Executive's prior express written consent, of any of the duties previously assigned to the Executive or any reduction of the Executive's duties, either of which results in a significant diminution in Executive's position, authority, or responsibilities with the Company otherwise in effect immediately prior to such assignment, or the removal of the Executive from such position and responsibilities, or the elimination of any such authority from the Executive;.
Any substantial reduction of the facilities and perquisites including office space, location, and available administrative support available to the Executive immediately prior to such reduction except to the extent the Executive may have consented in writing to such reduction;. Any relocation of the Executive for a period of more than twenty one 21 consecutive calendar days to a facility or a location more than 45 miles from the Executive's principle office prior to such relocation except to the extent the Executive may have consented the same in writing;.
The filing of any voluntary or involuntary petition seeking protection under the bankruptcy laws, the appointment of any receiver or other fiduciary designated by any court or by operation of any agreement or undertaking to which the Company or any of its subsidiaries or affiliates is a party or beneficiary for the purpose of gathering, collecting, seizing, managing, or administering the business, assets, or affairs of the Company or any its subsidiaries or affiliates, or any change in the ownership or controlling interest of the Company or any of its subsidiaries or affiliates except to the extent the Executive, in respect of any of the events listed in this Section 6 d 5 , shall have consented in writing 1 the same;.
Termination of the services of Brian S. Dunn from his position as Chief Executive Officer of the Company;. The Company's failure to honor any material duty or obligation set forth or referenced in this Agreement; or. As of date of this agreement, coverages have been applied for. The company agrees to indemnify the Executive of any and all areas that would be covered by said coverages during times of transition. Any termination of this Agreement by the Executive any of the reasons listed in this Section 6 d1,2,3,5,6,7 and 8 shall constitute a "Constructive Termination" for purposes of this Agreement.
And for all purposes under this Agreement, a Constructive Termination shall afford the Executive and h: heirs, executors, administrators, successors, assigns, and dependents that same rights, privilege and benefits as if the Company had terminated his services Without Cause.
By the Executive Without Good Reason. The Executive may terminate his employment hereunder without Good Reason at any time upon twenty 20 days prior written notice to the Company. If however the Executive terminates this agreement without good cause within the first 3 years from the effective date, then the executive agrees to return to the company all payments made to him under section 5 e 3 of this agreement. Procedure in the Event of Disputes Concerning Termination.
The Executive shall be reimbursed for any and all associated legal and non-legal fees associated with said dispute in the event the Executive is the prevailing party. Termination Benefits. Salary Benefit. Incentive Compensation Benefits.
The Company shall remit to the Executive or to the Executive's spouse or the Executive's estate in the event the Executive should die without a spouse all accrued and unpaid incentive compensation earned by the Executive under Section 5 b of this Agreement as and when such compensation becomes due and payable after the date of termination of the Executive's employment.
Annual Bonus Benefit. The Company shall remit to the Executive or to the Executive's spouse or the Executive's estate in the event the Executive should die without a spouse all accrued and unpaid annual bonus obligations of the Company arising under Section 5 b of this Agreement as and when such annual bonus compensation becomes due and payable after the date of termination of the Executive's employment.
Death Benefit. The aforementioned life insurance policy. Disability Benefit. The Company shall remit to the Executive or to the Executive's spouse or the Executive's estate in the event the Executive should die without a spouse the cost incurred by the Executive to acquire like insurance as offered in section 5 d 2 of this contract until the expiration date of the last extension.
The Company shall remit to the Executive or to the Executive's spouse or the Executive's estate in the event the Executive should die without a spouse the cost incurred by the Executive to acquire like insurance as offered in section 5 d i of this contract until the expiration date of the last extension. Noncompetition and Confidentiality.
In recognition of the foregoing agreements, in the event that Executives employment pursuant to this Agreement is terminated for any reason by either party:. If the termination of the Executive's employment is terminated without cause, whether or not such reason is specified or contemplated by the terms and conditions of this Agreement, the Company acknowledges and agrees that the Executive shall not be bound by any noncompetition provisions.
The Executive acknowledges that he will be subject to certain restrictive covenants concerning his employment. The Executive further acknowledges that he will acquire confidential information of a special and unique nature and value relating to the Company's intentions, plans, procedures, confidential reports, financial resources, shareholders, investors,, and prospective business that is not generally shared by the Company in the public domain.
Exclusions to Noncompetition Obligations of the Executive. The Company acknowledges and agrees that the Executive has involvement and ownership rights in family businesses based in Naples, Florida, and Sarasota, Florida, and that some or all of those family businesses may compete from time to time with the business of the Company.
Notwithstanding the provisions of Sections 8 a and 8 b of this Agreement, the Company acknowledges and agrees that the Executive shall not be subjected to the restrictions or limitations imposed by operation of this Section 8 to the extent the same might otherwise apply to the family-owned or affiliated businesses identified or referenced in this Section 8 c.
Joint and Several Obligations. This Agreement shall not be assignable by either party except upon the prior written consent of the other party. Notwithstanding this restriction, and subject to the other rights and remedies afforded the parties to this Agreement, 1 the Company's obligations to the Executive and the members of the Executive's immediately family and their respective heirs, successors, executors, administrators, and assigns may be assigned by the Company to any person or entity acquiring all or substantially all of the assets of the Company.
Severability of Provisions. If any of the provisions of this Agreement or the application of any such provision s shall for any reason be held invalid by a court of competent jurisdiction, such invalidity shall not affect or impair any other provision, it being the intention of the parties that such other provisions shall be and remain in full force and effect.
Compliance with Applicable Laws. The Executive agrees to comply with all laws and regulations in the conduct of his duties and obligations under this Agreement and to comply with all regulations, resolutions, and policies of the Company.
When any notice is to be given by a certain date specified in this Agreement, to the extent the deadline for such notice falls on a Saturday, Sunday, or legal holiday, such deadline shall extend to the next succeeding calendar day that is not a Saturday, Sunday, or legal holiday. All notices, requests, demands, and other communications provided for by this Agreement shall be in writing and shall be deemed to have been given at the time when dispatched by certified mail at any office of the United States Postal Service to the recipient thereof at the address es set forth below or to such changed address as such party may have fixed by notice to the other party, provided, however, that any notice or change of address shall be affected only upon receipt and further provided that any notice may be personally delivered to the respective party by the party giving notice in lieu of being mailed.
Suite C. Hickman ,approximately April 11, Hickman filed a counterclaim against Mr. Jonas approximately July 9, , alleging that Mr. Jonas: " WCode and Ohio common law.
Talk about Kashi Cooking! What a kettle of fish!!!! And oh how the Tremco practices of marketing and go. David D'Anza systematically and fraudulently misappropriated millions of dollars from the Company;" " David D'Anza also falsified financial records, and concealed blatant self-dealing by the D'Anza family;" and " Hickman on or about June 19, , filed a complaint against Steve Harnish , alleging that he: " Hickman as its President and CEO since at least ;" " Steve Hamish countersued W.
Hickman approximately July 3, , had the suit removed to Federal Court, had an injunction gained against him in State Court dissolved, and has alleged that " Hickman owes him back pay.
And in the continuing saga, W. Amazing to see how these guys are going after one another, forgetting how much of it came from overcharges in the millions or more to the taxpayer, schools, and education Seems the government ought to go after all that money in a Qui Tam suit recovering overcharges to the government , and just get the scam stopped Wednesday, November 5, Corruption Matters. Addiction to that ready pot o' gold sets in - and wa la!
They are beholden to whomever will get them that gold! Nothing is free So, consider: Say you are trying to conduct your business - in your case, roofing consulting, sales or contracting - and you just can't seem to beat a "blank wall" of denial to even consider other products or competitive bidding - supposedly required by law to protect the overburdened taxpayers.
And say, like one major manufacturer's rep found in Santa Monica, CA less than ten years ago, he observed two of their school district officials driving Mercedes, got curious, he checked their records somehow! But he couldn't get anyone here in California to investigate. What can you do about it? Well first, if you don't, you get what you deserve in politicians, laws, complicit judges Unchecked corruption is the outward sign of a spiral downward into hopelessness Well, then, if you care about this country and if it has any future at all Without doing so, you are part of the cog in the wheel that has brought us to the point of losing our freedoms and ability to make a decent living or more.
I have included below information for you off the FBI website - so you don't have to get on the site and expose your information until you want to. You can see it here:. According to the articles referred to below in the Pittsburgh Post-Gazette:. A roofing contractor's workers on an elementary school job in Pittsburgh , PA discovered possible asbestos on the job while performing the work.
Work continued while tests were made that proved positive for asbestos, with faculty and students left in place. A School Board member questioned the Tremco Rep as to why they had not tested the roof for asbestos prior to the start of work; their reply was that the School District had supplied them with documentation that there was no asbestos in the existing roof.
According to the articles, so far, two School Board Members had not yet received a copy of that documentation said to have been supplied by the School District.
Park Elementary School remains closed. Asbestos closes Munhall school. The Indiana State Attorney General has ruled as of November 3rd, that all construction contracts have to be competitively bid and that the roofing products specifically cannot be purchased through a Purchasing Association! For those in the roofing industry - this is a major step towards competitive bids required in school roofing - not to mention all other products. Here's to sense and sensibility - and good laws! The key parts of the ruling:?
Regardless of the cost, all public work projects have certain statutory requirements related to bids and quotes that must be observed before contracts are awarded for the project. Upon declaration of an emergency, a contract for a public work project may be awarded without advertising for bids or quotes are invited from at least two 2 persons known to deal in the work required to be done. Department of Education, FBI, and others created a working group to review and investigate alleged criminal violations in the New Orleans Public Schools.
Newer Posts Older Posts Home. Subscribe to: Posts Atom. However, the Lessee, upon the request of the Lessor shall execute promptly any such instrument or certification to carry out the intent hereof and shall as required by Lessor. If ten 10 days after the date of a written request by Lessor to execute such instrument or certification, Lessee shall not have executed the same and delivered the requested instruments witnessed and acknowledged as requested , then the Lessor may at his option, cancel this lease without incurring any liability or account thereof and the term hereof shall end because of a default on the part of the Lessee.
The Lessor shall also have the right to specifically enforce this provision or obtain any other remedies provided under this lease if Lessor, in his sole discretion, so determines. In the event only a portion of the demised premises shall be taken by condemnation or right of eminent domain and such portion so taken renders the balance unsuitable for the purpose of this lease, either the Lessor or Lessee shall be entitled to terminate this Lease within thirty 30 days' notice in writing of such termination is given.
If, in such case, the lease is not terminated, the Lessor agrees to restore the premises with reasonable speed to an architectural unit as nearly like its condition prior to such taking as shall be practical, and if during the work or restoration Lessee is deprived of all or part of the use of the demised premises, an appropriate reduction of rent, depending upon the time during which and the portion of said premises of which Lessee is deprived, shall be granted.
The Lessee shall not be entitled to share any awards paid by the condemning authority. Lessee shall be in immediate default of this lease if any person other than Lessee shall secure possession of the premises, or any part thereof, by reason of any receivership, bankruptcy proceedings, or other operation of law in any manner whatsoever. Lessee shall be in default under this lease if Lessee allows the rent due under this lease including minimum rent and additional rent and any other monies due under this lease to be in arrears more than three 3 days after the date of written notice of such delinquency from Lessor.
Except for defaults other than the non-payment of rent including minimum rent and additional rent and the non-payment of any other monies due under the lease which such non-payment is addressed in number 2 above, Lessee shall be in default under this lease if Lessee remains in default of any provision in this lease for a period of ten 10 days from the date of a written notice from Lessor notifying Lessee of such default.
Accelerate the remaining amounts of rent including minimum rent and additional rent due under the lease. If the Lessor chooses this option, then the full amount of rent including minimum rent and additional rent due under the lease for the duration of the lease will be due in full immediately; 2.
Continue to hold Lessee liable for all rent including minimum rent and additional rent and any other monies due under the lease without taking possession of the premises, in which event, Lessor may sue Lessee as rent including minimum rent and additional rent and any other monies become due under the lease without waiving any right to sue for future rent including minimum rent and additional rent and any other future monies which become due under the lease; 3. Retake possession of the premises and cancel and terminate the lease as well as any right, title, possession and interest of Lessee and sue Lessee for all damages which are due from Lessee at the time Lessor retakes possession, including without limitation any damages caused to the premises, all monies owed for rent including minimum rent and additional rent and for any other monies due under the lease; 4.
Retake possession of the premises and continue to hold Lessee liable for the rent including minimum rent and additional rent and other monies due under the lease as the rent including minimum rent and additional rent and other monies due under the lease become due.
If the Lessor chooses this option, Lessor will make a good faith attempt to relet the premises. Lessee will remain liable for the duration of the lease for the difference between the rental including minimum rent and additional rent and other monies stipulated to be paid under the lease and the amount in good faith Lessor is able to recover from reletting. Lessor may sue Lessee at any time during the duration of the Lease for rent including minimum rent and additional rent and other monies due under the lease without waiving any right to sue for future rent including minimum rent and additional rent and any other future monies under the lease; Lessor is entitled to recover his attorney's fees and costs in any action against the Lessee regarding the Lessee's default under this lease.
It is expressly agreed that in the event of default by Lessee hereunder, Lessor shall have a lien upon all goods, chattels, of personal property of any description belonging to Lessee which are replaced in, or become a part of, the leased premises, as security for rent due and to become due for the remainder of the current lease term, which lien shall not be in lieu of or in any way affect any statutory Lessor's lien given by law, but shall be cumulative thereto; and Lessee hereby grants to Lessor a security interest in all such property placed in said leased premises for such purposes.
This shall not prevent the sale by Lessee of any merchandise in the ordinary course of business free of such lien to Lessor. In the event Lessor exercises the option to terminate the leasehold, and to reenter and relet the premises as provided in the preceding paragraph, then Lessor may take possession of all of Lessee's property on the premises and sell the same at public or private sale is to be made, for cash of on credit, or for such prices and terms as Lessor deems best, with or without having the property present at sale.
The proceeds of such sale shall be applied first to the necessary and proper expense of removing, storing and selling such property, then to the payment of any rent due or to become due under this lease, with the balance, if any, to be paid to Lessee. Hazardous materials include, but are not limited to, flammables, petroleum, petroleum products, explosives, asbestos, polychlorinated biphenyl's PCBs , chemicals known to cause cancer or reproductive toxicity, pollutants, contaminants, hazardous wastes, radioactive or toxic matter, and any substance declared hazardous or toxic by any law or regulation by any governmental authority.
Lessee will comply, at its sole cost, with all laws, rules, and regulations relating to storage, use and disposal of hazardous materials. Lessee will be solely responsible for all claims, costs, and liabilities, including attorney fees and costs, arising out of or in connection with: 1 storage, use, or disposal of any hazardous materials; 2 the removal, cleanup, and restoration work and materials required to return the premises and any other property to the condition existing before Lessee's toxic materials were presents; 3 Failure by Lessee to provide all required information, to make all required submissions, and to take all actions required by all governmental authorities under environmental or other laws and regulations; and further, will defend indemnify and hold harmless Lessor, its agents and employees, from and against any and all claims arising therefrom.
Lessee's obligations under this clause will not end with the expiration or termination of this lease. Said rights and remedies are given in addition to any other rights the parties may have by law, statue, ordinance or otherwise. Neither the exercise of nor failure to exercise any right, option, or privilege under this lease by Lessor shall exclude Lessor from exercising any and all other rights, options, or privileges under this lease, nor shall such exercise or nonexercise relieve Lessee from Lessee's obligation to perform each and every covenant and condition to be performed by Lessee under this lease, or from damages or other remedy for failure to perform or meet the obligations of this lease.