Employment Agreement - Skylands Park Management Inc. and Robert H. Stoffel Jr.
AGREEMENT, made this ___ day of ________, 1994, as of the 1st day of
November, 1994 by and between SKYLANDS PARK MANAGEMENT, INC. (hereinafter,
the "Company" or the "Employer") a New Jersey corporation having its
principal offices at 26 Eric Trail, Sussex, New Jersey 07461, and ROBERT H.
STOFFEL, JR. (hereinafter, the "Employee"), an individual residing at 18
Valley Way, Mendham, New Jersey 07945.
WITNESSETH
WHEREAS, Company is engaged in the business of constructing and operating a
regional sports entertainment and recreation center in Sussex County, New
Jersey, which center is expected to include Skylands Park, a professional
baseball stadium, and certain related businesses; and
WHEREAS, Employee has certain experience and skills that will be useful to
Company in the conduct of its intended businesses; and
WHEREAS, Employee is willing to be employed by Employer, and Employer is
willing to employ Employee, on the terms, covenants and conditions set forth in
this Agreement.
NOW THEREFORE, for the reasons set forth above, and in consideration of the
mutual promises, covenants and agreements of Company and Employee set forth
herein, all of which is agreed and deemed to be good and valuable consideration,
Company and Employee hereby agree as follows:
1. EMPLOYMENT. Employer hereby employs, engages, and hires Employee as
----------
Executive Vice President, Administration and Finance/Chief Financial Officer to
exercise executive duties and policy-making authority commensurate therewith,
and Employee hereby accepts and agrees to such hiring, engagement, and
employment, subject to the general supervision and pursuant to the orders,
advice, and direction of Employer. Employee shall perform such other duties as
are customarily performed by one holding such position in other, same, or
similar businesses or enterprises as that engaged in by Employer, and shall also
additionally render such other and unrelated services as may be assigned to him
from time to time by Employer.
2. BEST EFFORTS OF EMPLOYEE. Employee agrees that, when his services are
------------------------
required by Employer, he will faithfully, industriously, competently and to the
best of his ability, experience, and talents, perform all of the duties that may
be required of and from him pursuant to the express and implicit terms of the
Agreement, to the reasonable satisfaction of Employer. Such duties shall be
rendered at such place or places as the good faith interest, needs, business, or
opportunity of Employer shall require. Employee agrees that no statement by him,
whether spoken or in writing, shall be disparaging to or derogatory of,
Employer. Furthermore, Employee agrees that during the Term he shall not act in
a manner inimical to the interests of Employer or in any manner that shall
reflect negatively on Employer.
1
<PAGE>
3. TERM OF EMPLOYMENT. The term of this Agreement shall commence as of
------------------
November 1, 1994 and continue through and including October 31, 1998, subject,
however, to prior termination as provided in this Agreement (hereinafter, the
"Term"). Upon the mutual consent of Employer and Employee, the Term shall be
extended for such additional period from the date following the expiration of
the original Term as is mutually agreeable.
4. COMPENSATION. (A) Employer shall pay Employee and Employee agrees to
------------
accept from Employer, in full payment for Employee's services under this
Agreement, compensation in the amounts and at the times as set forth in Exhibits
A and B hereto, during such time as this Agreement is in full force and effect.
Exhibits A and B are hereby incorporated by reference and made a part of this
Agreement. Employer shall pay Employee's salary by check or in cash, in either
case forwarded to Employee at the address provided herein above. The failure of
Employer to pay Employee his salary as provided may, in Employee's sole
discretion, be deemed a breach of the Agreement; provided, however, that
--------
Employer shall have twenty (20) days to cure such non- or under-payment.
Additionally, during each year of this Agreement, Employer shall pay to
Employee, if Employer in its full discretion deems such payment to be warranted,
a bonus in such amount as Employer in its full desecration deems appropriate.
Employer shall have the right to deduct from the compensation payable to
Employee under all of the provisions of the Agreement any and all Social
Security, federal, state, and municipal taxes and charges as may now be in
effect or that may be enacted or required after the effective date of this
Agreement as charges on the compensation of Employee. In addition, Employer
shall withhold any taxes required to be withheld by federal, state, or local law
in respect to any payment to Employee in common stock, if any. If any payment is
so made in common stock Employer may deliver to Employee, or Employee's agent,
only the number of wholes shares remaining after withholding, or it may make
other arrangements consistent with the provisions of the Agreement, with the
person entitled to receive the payments as it may deem appropriate.
(B) The Agreement signed October 1, 1993 (Exhibit B), is modified to
reflect the following:
- Payment due 12/31/94 for $7,000 will be deferred and paid on 4/l/95
- The $500 per month added to salary will be deferred and commence, again,
as of 4/l/95
- The $3,000 deferred above will be added to the $7,000 payment due on
12/31/95, with a total of $10,000 being paid on 12/31/95
5. STOCK OPTIONS. Employer hereby agrees that by December 31, 1994, it will
-------------
grant to Employee 50,000 common stock options consistent with the Employee Stock
Option Plan adopted by the company entitling Employee to purchase from the
Company shares of the Company's common stock.
6. REIMBURSEMENT OF EMPLOYEE'S BUSINESS EXPENSES. Employee is hereby
---------------------------------------------
authorized by Employer to incur reasonable, ordinary, and necessary business
expenses for conducting Employer's business, including expenditures for travel
and entertainment.
2
<PAGE>
Employer shall reimburse diary, or similar record in which Employee has
recorded, at or near the time each expenditure was made, (1) the amount of the
expenditure, (2) the time, place, and nature of the travel or entertainment
expense, (3) the business reason for the expense and the business benefit
derived or expected to be derived therefrom, and (4) the names, occupations, and
other data concerning individuals entertained sufficient to establish the
amount, date, place, and essential character of (I) any expenditure for lodging
while traveling away from home, and (ii) any other expenditure of Twenty-Five
Dollars ($25.00) or more, except for transportation charges not readily
available. Expenses of more than One Hundred Dollars ($100.00) must be approved
by Employer's Chief Executive Officer or Chief Operating Officer prior to
reimbursement.
7. OTHER EMPLOYMENT. Employee shall devote substantially all of his
----------------
professional time, attention, knowledge, and skills to the business and interest
of Employer, and Employer shall be entitled to the benefits, profits, or other
issues arising from or incident to work, services, and advice of Employee
related to Employer's business, and Employee shall not, unless otherwise
permitted by Employer, during the Term, be interested directly or indirectly, in
any manner, as partner, officer, director, shareholder, advisor, employee, or in
any other capacity in any other business similar to Employer's business or any
allied trade, provided, however, that nothing contained in this Section shall be
--------
deemed to prevent or to limit the right of entity (including partnership) whose
stock, securities, or interests are publicly owned or are regularly traded on
any public exchange, nor shall anything contained in this section be deemed to
prevent Employee from investing or limit Employee's right to invest his money in
real estate. Investment in that entity currently known as Minor League Heroes,
L.P., shall be deemed not to be a violation of this Section 7. Employer and
Employee hereby agree that during the Term, Employee may render professional
consulting services to other employers; provided, that such services do not
--------
interfere with the performance of Employee's services thereunder and do not
violate the terms and conditions hereof, as mutually agreed between Employer and
Employee.
8. RECOMMENDATIONS FOR IMPROVING OPERATIONS. Employee shall make available
----------------------------------------
to Employer all information of which Employee shall have any knowledge and shall
make all suggestions and recommendations that will be of mutual benefit to
Employer and Employee.
9. TRADE SECRETS. Employee shall not at any time or in any manner, either
-------------
directly or indirectly, divulge, disclose or communicate to any person, firm,
corporation, or other entity in any manner whatsoever any information concerning
any matters affecting or relating to the business of Employer including, without
limitation, any of its customers, the prices it obtains or has obtained from the
sale of, or at which it sells or has sold its assets, or nay other information
concerning the business of Employer, its manner of operation, its plans,
processes, or other information without regard to whether all of the above
stated matters will be deemed confidential, material, or important. Employer and
Employee specifically and expressly stipulate that as between them, such matters
are important, material, and confidential and gravely affect the effective and
successful conduct of the business of Employer, and Employer's good will, and
that any breach of the terms of this Section shall be a material breech of this
Agreement.
3
<PAGE>
10. TRADE SECRETS AFTER TERMINATION OF EMPLOYMENT. All of the terms of
---------------------------------------------
Section 9 of this Agreement shall remain in full force and effect for the period
of one (1) year after the termination of Employee's employment for any reason,
except
11. EMPLOYEE'S INABILITY TO CONTRACT FOR EMPLOYER. Notwithstanding anything
---------------------------------------------
contained in this Agreement to the contrary, Employee shall not have the right
to make any contracts or commitments for or on behalf of Employer without first
obtaining the express consent of Employer.
12. AGREEMENTS OUTSIDE OF CONTRACT. This Agreement contains the sole and
------------------------------
complete agreement concerning the employment arrangement between the parties and
shall, as of the effective date hereof, supersede all other agreements between
the parties. The parties stipulate that neither of them has made any
representation with respect to the subject matter of this Agreement or nay
representations including the execution and delivery of the Agreement except
such representations as are specifically set forth in this Agreement and each of
the parties acknowledges that he has relied on his own judgment in entering into
this Agreement. The parties further acknowledge that any payments or
representations that may have been made by either of them to the other prior to
the date of executing this Agreement are of no effect and that neither of them
has relied thereon in connection with his or its dealings with the other.
13. WAIVER OR MODIFICATION INEFFECTIVE UNLESS IN WRITING. It is agreed that
----------------------------------------------------
no waiver or modification of this Agreement or of any covenant, condition, or
limitation contained in it shall be valid unless it is in writing and duly
executed by the party to be charged with it, and that no evidence of any waiver
or modification shall be offered or received in evidence in any proceeding,
arbitration, or litigation between the parties arising out of or affecting this
Agreement, or the rights or obligations of any party under it, unless such
waiver or modification is in writing, duly executed as above. The parties agree
that the provisions of this Section may not be waived except by a duly executed
writing.
14. TERMINATION BY EMPLOYER.
-----------------------
(A) This Agreement may be terminated by Employer on thirty (30) days'
written notice to Employee for Employee's continued insubordination, for an
ongoing practice of intentional and material violations of Employer's rules or
regulations, willful neglect of significant duties and responsibilities, or if
Employee fails to perform or comply with any of this Agreement's material terms
(each, a "Termination Event"); provided, that Employee shall have a fair and
reasonable amount of time to cure such Termination Event. Employer's exercise of
its right to terminate this Agreement hereunder shall be without prejudice to
any other remedy to which it is entitled at law, in equity, or otherwise.
(B) If Employee shall fail or be unable to perform the services required by
this Agreement because of any physical or mental infirmity, and such failure or
inability shall continue for six (6) consecutive months, or for seven (7) months
during any twelve consecutive month period, Employer shall have the right to
terminate this Agreement thirty (30) days after delivering written notice of the
termination to Employee; provided, however, that Employee
--------
4
<PAGE>
shall continue to receive his full compensation to the date of termination,
notwithstanding any such infirmity. Employer shall provide at its expense
employee disability insurance in the amount of two-thirds of Employee's salary
for the remainder of the Term. The provisions of Sections 17 and 18 shall
continue in effect notwithstanding the termination of this Agreement pursuant to
the Section 14(b).
(C) This Agreement shall terminate automatically upon the death of
Employee.
(D) Should Employer terminate Employee for any reason or Employee resigns
any Monies deferred and not paid and balance owed as per October 1, 1993
Agreement, that is the balance of $36,000 in deferred payments owed by Employer
to Employee will be paid to Employee within sixty (60) days after the effective
date of termination.
(E) If this agreement is terminated by Employer then Employee shall receive
Severance Pay equivalent to one (1) month pay for each year of service to the
company, which commenced 1/1/93, at the rate of pay at the time of termination.
This amount can be either a lump sum payment or paid over the six (6) month
period immediately following termination.
15. TERMINATION DUE TO UNPROFITABLE BUSINESS. Employer shall have the right
----------------------------------------
to terminate this Agreement at any time that the business conducted by Employer
shall be unprofitable, as determined by Employer in its absolute discretion, on
giving to Employee thirty (30) days' written notice of termination. In such
event, Employee shall continue to receive and be owed the pro rata amount of his
compensation earned through the date of such termination, except that all moneys
deferred shall be paid to Employee within sixty (60) days after the effective
date of termination.
16. TERMINATION DUE TO DISCONTINUANCE OF BUSINESS. Notwithstanding anything
---------------------------------------------
contained in the Agreement to the contrary, in the event that Employer shall
substantially discontinue operating its business at the foregoing location, then
this Agreement shall terminate as of the last day of the month in which Employer
ceases operations at such location with the same force and effect as if such
last day of the month were originally set as the termination date of the
Agreement. In such event, Employee shall be owed the pro rata amount of his
compensation through such date of termination, except that all moneys deferred
shall be paid to Employee within sixty (60) days after the effective date of
termination.
17. NONCOMPETITION AFTER TERMINATION. Employee agrees that in addition to
--------------------------------
any other limitation, for a period of six (6) months after the termination of
his employment under this Agreement, except a termination caused by Employer in
violation of the terms of this Agreement or a termination under Sections 16 and
17 hereof, and unless otherwise permitted, he will not directly or indirectly
engage in any business, or in any manner be connected with or employed by any
person, firm or corporation, in competition with Employer or engaged in
providing services similar to those provided hereunder within a radium of fifty
(50) miles of the principal office of Employer. behalf of any other person firm,
or corporation, call on
5
<PAGE>
any of the customers of Employer of the purpose of soliciting and/or providing
to any of the customers any services similar to those provided hereunder.
18. OWNERSHIP IN EMPLOYER. All ideas and other developments or improvements
---------------------
conceived by Employee, alone or with others, during the term of his employment,
whether or not during working hours, that are within the scope of Employer's
business operations or that relate to any company work or project (other than
general accounting concepts, processes and procedures), are the exclusive
property of Employer. Employee agrees to assist Employer in the ordinary course
of business of Employer in order to establish Employer's ownership of such
ideas.
19. FORCE MAJEURE. In the event that, due to labor disputes, government
-------------
regulations, war, fire, earthquake, rain, flood, or other calamity, or because
of any other acts of God or any cause or conditions beyond Employer's control,
whether of a similar or dissimilar nature (including, but not limited to the
completion of Employer's initial public offering or the fact that Skylands Park
is not constructed on time or completed) (hereinafter, "Force Majeure:),
Employer in good faith believes it is unable fully to utilize Employee's
services, Employer shall have the right upon fine (50 days' notice to Employee
to suspend Employee's services for the duration of such Force Majeure or for any
part thereof, and no compensation will be paid or accrued to Employee during any
such period of suspension; provided, that such period of suspension shall end as
soon as such Force Majeure terminates. Should any such suspension prior exceed
three (3) consecutive weeks, either party hereto may by written notice to the
other terminate this Agreement, effective fine (5) days thereafter. Upon such
termination neither party shall have any further obligation to each other, other
than accrued but unpaid compensation due and owing and any obligations
continuing hereunder, such as those set forth in Section 10, 18, and 19.
20. RETURN OF EMPLOYER'S PROPERTY. On termination of this Agreement,
-----------------------------
regardless of how termination is effected, or whenever requested by Employer,
Employee shall immediately return to Employer all of Employer's property used by
Employee in rendering services under this Agreement or otherwise, that is in
Employee's possession or under his control.
21. ASSIGNABILITY OF AGREEMENT BY EMPLOYEE. This Agreement is a personal
--------------------------------------
services employment contract. As such, Employee agrees that Employee may not in
any way transfer any of his rights or interest arising from this Agreement.
22. ASSIGNABILITY OF AGREEMENT BY EMPLOYER. Employer specifically retains
--------------------------------------
the right to transfer or assign its rights and interests arising from this
Agreement to any entity the ownership of which is substantially the same as the
ownership of Employer. This Agreement shall inure to the benefit of, and be
binding upon, any such successor or assign of Employer.
23. NOTICE TO PARTIES TO AGREEMENT. Any notice, request, or other
------------------------------
communication required to be given pursuant to the provisions of this Agreement
shall be in
6
<PAGE>
writing and shall be deemed to have been given when delivered in person or five
(5) days after being deposited in the United States mail, certified or
registered, postage prepaid, return recent requested, and addressed as follows:
(A) If Employer: at the name and address set forth hereinabove, c/o
Employer's President.
(B) If to Employee: at the name and address set forth hereinabove. The
address of either party to this Agreement may be changed by notice in writing to
the other party served in accordance with this provision.
24. EMPLOYEE'S SERVICE AS DIRECTOR. Employee consents to serve as a
------------------------------
Director of Employer on condition that Employee receive the amount of Five
Hundred Dollars ($500.00) per year for such service.
25. EFFECT OF PARTIAL INVALIDITY. The invalidity of any portion of this
----------------------------
Agreement will not and shall not be deemed to affect the validity of any other
provision. In the event that any provision of this Agreement is held to be
invalid, the parties agree that the remaining provisions shall be deemed to be
in full force and effect as if they had been executed by both parties subsequent
to the expungement of the invalid provision.
26. CHOICE OF LAW. It is the intention of the parties to this Agreement
-------------
that this Agreement and the performance under this Agreement, and all suits and
special proceedings under this Agreement, be constructed in accordance with an
dunder and pursuant to the laws of the State of New Jersey and that, in any
action, special proceeding or other proceeding that may be brought arising out
of, in connection with, or by reason of this Agreement, the laws of the State of
New Jersey shall be applicable and shall govern tot he exclusion of the law of
any other forum, without regard to the jurisdiction in which any action or
special proceeding may be instituted.
27. NO WAIVER. The failure of either party to this Agreement to insist upon
---------
the performance of nay of the terms and conditions of this Agreement, or the
waiver of any breach of any of the terms and conditions of the Agreement, shall
not be constructed as thereafter waiving any such terms and conditions, but the
same shall continue and remain in full force and effect as if no such
forebearance or waiver had occurred.
28. ARBITRATION. Any differences, claims, or matters in dispute arising
-----------
between them out of this Agreement or connected with it shall be submitted by
the parties to arbitration by the American Arbitration Association or its
success, and the determination of the American Arbitration Association or its
successor shall be final and absolute. The arbitrator shall be governed by the
duly promulgated rules and regulations of the American Arbitration Association
or its successor, and the pertinent provisions of the laws of the State of New
Jersey relating to arbitration. The decision of the arbitrator may be entered as
a judgment in any court of the State of New Jersey or elsewhere.
7
<PAGE>
29. INDEMNIFICATION. Employer agrees to indemnify and hold harmless
---------------
Employee and Employee agrees to indemnify and hold harmless Employer, its
partners, officers, directors, agents and employees, in both instances against
any and all damages, claims, losses, liabilities and expenses (including, but
not limited to, reasonable legal fees and disbursements) caused by, in
connection with, arising out of, or resulting from any act by the indemnifying
party done in connection with the Agreement, or any failure to act as required
under this Agreement.
30. COVENANTS. Both parties hereby represent, warrant and covenant that
---------
(A) they have all the necessary rights, licenses and authorization to
carry out the terms of this Agreement;
(B) they have full and complete power and authority to enter into this
Agreement and to make the covenants, representations and undertakings
contained herein: and
(C) in the case of Employer, the individual who has signed this
Agreement on behalf of Employer has been authorized to do so.
31. COMPLIANCE WITH LAW. Both parties hereto hereby agree to comply with
-------------------
all laws, ordinances, rules, or regulations of any Federal, state country, city,
or other governmental authority in connection with the exercise of the rights
and performances of the obligations hereunder.
32. SECTION HEADINGS. The titles to the Sections of this Agreement are
----------------
solely for the convenience of the parties and shall not be used to explain,
modify, simplify, or aid in the interpretation of the provisions of the
Agreement.
IN WITNESS WHEREOF, Employer has caused this Agreement to be executed by
its duly authorized officer, and Employee has signed this Agreement, all so of
the day and year first above written.
SKYLANDS PARK MANAGEMENT INC.
By: /s/ Robert A. Hilliard
--------------------------
ACCEPTED AND AGREED:
/s/ Robert H. Stoffel, Jr.
--------------------------
Robert H. Stoffel, Jr.
8
<PAGE>
EXHIBIT A
Annualized Compensation
Compensation Period for Period Time of Payment
------------------- ---------- ---------------
1. 11/1/94-3/31/95 $60,000.00* $4,000.00 on or before the 15th day of
each month
2. 4/1/95-10/31/95 $60,000.00 $5,000.00 on or before the 15th day of
each month
3. 11/1/95-10/31/96 $66,000.00 $5,500.00 on or before the 15th day of
each month
4. 11/1/96-10/31/97 $72,000.00 $6,000.00 on or before the 15th day of
each month
5. 11/l/97-10/31/98 $78,000.00 $6,500.00 on or before the 15th day of
each month
* 1,000.00 per month is deferred until April 1, 1995, then paid out at $500.00
per month starting April 1, 1995 for ten months.
STOCK
Date Issued Number of Stock Condition
----------- --------------- ---------
l/l/95 10,000 Unregistered shares that shall be locked up for a
7/l/95 10,000 period of 18 months from the time said shares are
l/l/96 15,000 issued. The company shall cause to have said shares
l/l/97 15,000 registered at the conclusion of the lock-up period or
within 60 days thereafter if the company is
anticipating the registration of other securities.
9
<PAGE>
EXHIBIT B
---------
SKYLANDS PARK MANAGEMENT INC.
Ross' Corner, P. O. Box 117, Augusta, NJ 07822-0117
This Agreement, made this 1st day of October, 1993 by and between SKYLANDS
PARK MANAGEMENT, INC. (hereinafter, the "Company" or the "Employer") a New
Jersey corporation having its principal offices at 26 Eric Trail, Sussex,
New Jersey 07461, and ROBERT H. STOFFEL, JR. (hereinafter, the "Employee"),
an individual residing at 18 Valley Way, Mendham, New Jersey 07945.
Employee has the right of beneficial ownership of 6,000 shares of common
stock of SKYLANDS PARK MANAGEMENT, INC. and employee has the right to
require these shares be transferred to him by Messrs. Robert A. Hilliard,
Frederick C. Voight and John C. Ertmann, at such time as he may elect.
As an inducement for the employee to give up this right the company and
employee agree as follows:
1). For the period beginning July, 1993 and ending December 1995
$500.00 per month will be added to the employee's salary. These
payments will total $15,000,00.
2). In addition to the above, three lump sum payments will be made as
follows, $6,000.00 on December 1, 1993, $7,000.00 on December 1,
1994 and $7,000.00 on December 1, 1995.
3). The total amount to be paid as this inducement is $35,000.00 and
if the services of the employee are terminated either by the
company or the employee the balance owed at that time will be
paid to the employee within 60 days.
4). These above payments have no bearing as to salary, bonus and
stock options as agreed to in the personal services agreement
between SKYLANDS PARK MANAGEMENT, INC. and ROBERT H. STOFFEL, JR.
In witness whereof, Employer has caused this Agreement to be executed by
its duly authorized officer, and Employee has signed this Agreement, all as
of the day and year first above written.
SKYLANDS PARK MANAGEMENT, INC.
By: /s/ Frederick A. Voight, CEO
----------------------------
ACCEPTED AND AGREED
/s/ Robert H. Stoffel, Jr.
--------------------------
Robert H. Stoffel, Jr.
10