Executive Employment Agreement (2004)Full Document 

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EMPLOYMENT AGREEMENT (“Agreement”) dated as of March 12, 2004 between CHAAS Holdings, LLC, a Delaware limited liability company (the “Company”) and Ronald J. Gardhouse (the “Executive”).


WHEREAS, the parties wish to establish the terms of Executive’s future employment with the Company; and


WHEREAS, for purposes of this Agreement, the term “Company” shall include direct and indirect subsidiaries of the Company and the Company may direct that one or more of such subsidiaries fulfill the Company’s obligations under this Agreement, including, but not limited to, any applicable obligations under Section 3 or 4 hereof.


Accordingly, the parties agree as follows:


1.                                       Employment, Duties and Acceptance.


1.1                                 Employment by the Company.  The Company shall employ the Executive effective as of March 15, 2004 (the “Effective Date”) to render exclusive, subject to the last sentence of this Section 1.1, and full-time services to the Company.  The Executive will serve in the capacity of Executive Vice President and, effective as of April 1, 2004, Chief Financial Officer, and such other positions of the Company or its subsidiaries as designated by the Company and shall report to the President and/or Chief Executive Officer of the Company.  The Executive will perform such lawful duties related to the business of the Company as are imposed on the holder of that office by the By-laws and other constituent documents of the Company and such other lawful duties related to the business of the Company as are customarily performed by one holding such positions in the same or similar businesses or enterprises as those of the Company.  The Executive will perform such other lawful duties related to the business of the Company as may be assigned to him from time to time by the President and/or Chief Executive Officer of the Company or the Board of Managers of the Company, either directly or indirectly through its Chairman.  The Executive will devote all his full working-time and attention to the performance of such duties and to the promotion of the business and interests of the Company.  This provision, however, will not prevent the Executive from investing his funds or assets in any form or manner, or from acting as an advisor to or a member of, the board of directors of any companies, businesses, or charitable organizations, so long as such actions do not violate the provisions of Section 5 of this Agreement or interfere with the Executive’s performance of his duties hereunder.


1.2                                 Acceptance of Employment by the Executive.  The Executive accepts such employment and shall render the services described above.


2.                                       Duration of Employment.


Subject to Section 4 of this Agreement, this Agreement and the employment relationship hereunder will continue in effect for one (1) year from the Effective Date (the “Initial Term”), and the terms of this Agreement shall continue beyond the Initial Term in the following manner: the Initial Term shall be automatically extended by one (1) day to always be



not less than one (1) year (the “Extended Term”); provided, however, that this extension shall cease upon the earlier of (i) the date of termination of employment or (ii) notice of termination of employment in the case of any termination under Section 4 hereof.  The Initial Term and the Extended Term are sometimes referred to in this Agreement as the “Term.”  In the event of the Executive’s termination of employment during the Term, the Company’s obligation to continue to pay all base salary, as adjusted, bonus and other benefits then accrued shall terminate except as may be provided for in Section 4 of this Agreement.

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