{"id":39207,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-groupmac-management-co-group-maintenance3.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-groupmac-management-co-group-maintenance3","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-groupmac-management-co-group-maintenance3.html","title":{"rendered":"Employment Agreement &#8211; GroupMAC Management Co., Group Maintenance America Corp. and J. Patrick Millinor Jr."},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n\n         This Employment Agreement (this 'Agreement') is effective as of March\n1, 1998, between GroupMAC Management Co., a Delaware corporation (the\n'Company'), Group Maintenance America Corp., a Texas corporation ('GroupMAC'),\nand J. Patrick Millinor, Jr., a resident of Harris County, Texas ('Employee').\n\n                              W I T N E S S E T H:\n\n         WHEREAS, Employee and the predecessor of GroupMAC entered into an\nEmployment Agreement dated as of October 24, 1996,(the 'Original Employment\nAgreement'); and\n\n         WHEREAS, GroupMAC assigned the Original Employment Agreement to the\nCompany, and Employee became an employee of the Company, effective as of March\n1, 1998; and\n\n         WHEREAS, the Company, GroupMAC and Employee desire to amend and restate\nthe Original Employment Agreement to reflect the effects of the foregoing\nassignment, to modify the provisions of the Original Employment Agreement\npertaining to changes of control of GroupMAC, and to make certain other changes;\n\n         NOW, THEREFORE, in consideration of the premises and the mutual\ncovenants contained herein, the parties hereby amend and restate the Original\nEmployment Agreement as follows:\n\n         1. Employment. The Company hereby agrees to employ Employee and the\nEmployee hereby agrees to work for the Company as its Chief Executive Officer.\nEmployee's principal office shall be in Houston, Texas. Employee will report to\nthe Board of Directors of the Company. Subject to consultation with the Board of\nDirectors, Employee will have direct supervisory responsibility and authority\nfor the matters set forth on Exhibit A. So long as he is employed by the\nCompany, Employee shall devote his skill, energy and best efforts to the\nfaithful discharge of his duties as an employee of the Company. In providing\nservices hereunder, Employee shall comply with and follow all directives,\npolicies, standards and regulations from time to time established by the Board\nof Directors of the Company.\n\n         2. Term of Employment. Employee's employment by the Company pursuant to\nthis Agreement shall continue in effect for an initial term of three years from\nthe date of this Agreement, unless terminated in accordance with Section 7, and\nshall be extended from year to year thereafter, unless terminated effective as\nof the end of the initial term or any one-year extension thereafter by written\nnotice from the Company to Employee, or by written notice of Employee to the\nCompany, delivered not less than 90 days prior to the end of the initial term,\nor the anniversary of such one-year extension, as applicable.\n\n\n\n\n\n\n\n\n\n\n         3. Representations and Warranties. Employee represents and warrants\nthat he is under no contractual or other restrictions or obligations that will\nsignificantly limit his activities on behalf of the Company or will prohibit or\nlimit the disclosure or use of by Employee of any information which directly or\nindirectly relates to the nature of the Company or the services to be rendered\nby Employee under this Agreement.\n\n         4. Compensation. Subject to the provisions of Section 10, Employee will\nbe entitled to the compensation and benefits set forth in this Section 4.\n\n         (a) During 1998, the Company shall pay Employee an Annual Base Salary,\npayable semi-monthly, in equal semi-monthly installments at a rate equal to\n$150,000 per year. In each subsequent calendar year during the term of this\nAgreement, the Company shall pay to Employee an Annual Base Salary equal to the\ngreater of (i) his salary for the immediately preceding year or (ii) if\ndetermined otherwise by the Board of Directors, an Annual Base Salary determined\nby the Board of Directors following its annual salary and performance review.\n\n         (b) Employee shall be eligible to receive an annual bonus pursuant to\nthe incentive compensation program in effect from time to time for executive\nemployees of GroupMAC. The target bonus of Employee under such program shall not\nbe less than 100% of Employee's annual salary.\n\n         (c) All payments of salary and other compensation to Employee shall be\nmade after deduction of any taxes required to be withheld with respect thereto\nunder applicable federal and state laws.\n\n         5. Fringe Benefits; Expenses. (a) Employee shall participate in all\nemployee benefit plans sponsored by the Company or GroupMAC for its executive\nemployees, including but not limited to stock bonus, stock purchase and stock\noption plans, sick leave and disability leave, health insurance, dental\ninsurance and pension and\/or profit sharing plans; provided, however, that\nexcept as provided below, the nature, amount and limitations of such plans shall\nbe determined from time to time by the Board of Directors of the Company.\n\n         (b) The Company will reimburse Employee for all reasonable business\nexpenses incurred by Employee in the scope of his employment; provided, however,\nthat Employee must file expense reports with respect to such expenses in\naccordance with the Company's policies as are in effect from time to time.\n\n         (c) Employee shall be entitled to a minimum of three weeks paid\nvacation during each calendar year, increasing to four weeks at January 1, 1999,\nand to paid holidays and other paid leave set forth in the Company's policies in\neffect from time to time. Any vacation not used during a calendar year may not\nbe used during any subsequent period.\n\n\n\n                                        2\n\n\n\n\n\n\n         (d) The Company will pay all license fees, occupation taxes and\nreasonable educational costs and expenses necessary to maintain Employee's good\nstanding under any professional licenses.\n\n         (e) The Company shall use reasonable efforts to provide (i) life\ninsurance payable to Employee's designated beneficiary in an amount at least\nthree times Employee's Annual Base Salary and (ii) disability insurance on\nbehalf of Employee which, as a goal, shall provide for salary continuation in\nthe event of permanent disability in an amount not less than 60% of Employee's\nAnnual Base Salary, it being acknowledged by Employee that GroupMAC's present\ndisability insurance provides a limit of $5,000 per month.\n\n         6. Indemnification and Insurance. The Company shall indemnify Employee\nwith respect to matters relating to his services as an officer and\/or director\nof the Company or any of its Affiliates to the extent set forth in the Company's\nBy-laws and in accordance with the terms of any other indemnification which is\ngenerally applicable to executive officers of the Company or any of its\nAffiliates that may be provided by the Company or any such Affiliate from time\nto time. The foregoing indemnity is contractual and will survive any adverse\namendment to or repeal of the By-laws. The Company will also cover Employee\nunder a policy of officers' and directors' liability insurance providing\ncoverage that is comparable to that provided now or hereafter to any other\nexecutive officer or director of the Company or GroupMAC. The provisions of this\nSection 6 will survive the termination of Employee's employment for any reason\nand the term of this Agreement.\n\n         7. Change in Control of the Company.\n\n         (a) If a Change of Control (as defined in Exhibit B attached hereto)\noccurs and if during the Protected Period (as defined in Exhibit B attached\nhereto), Employee's employment is terminated, whether by the Company or by\nEmployee, then the Company shall promptly pay or otherwise provide to Employee\nthe benefits set forth below:\n\n                  (i) An amount equal to two times the sum of (A) Employee's\n         Annual Base Salary then in effect and (B) Employee's target bonus for\n         the calendar year in which such termination occurs (assuming the\n         maximum target bonus will be earned for such year), payable in a single\n         lump sum by certified or bank cashier's check within five days of such\n         termination; and\n\n                  (ii) An amount equal to the product of (A) the maximum monthly\n         premium payment that may be charged to continue coverage for Employee\n         and Employee's dependents under the Company's health insurance plan\n         under COBRA, multiplied by (B) 24 months.\n\nNotwithstanding the foregoing, Employee shall not be entitled to any benefits\nunder this Section 7 if such termination is (i) due to Employee's death, (ii) by\nthe Company on account of Employee's Disability as provided in Section 10(d)\nbelow, (iii) by the Company for Cause as\n\n\n                                        3\n\n\n\n\n\n\nprovided in Section 10(a) below, or (iv) by Employee for other than Good Reason\n(as defined in Exhibit B attached hereto) as provided in Section 10 below.\n\n         8.  Gross-Up of Parachute Payments.\n\n         (a) To provide Employee with adequate protection in connection with his\nongoing employment with the Company, this Agreement provides Employee with\nvarious benefits in the event of termination of Employee's employment with the\nCompany during the Protected Period. If Employee's employment is terminated\nfollowing a 'change of control' of GroupMAC or the Company, within the meaning\nof Section 280G of the Internal Revenue Code of 1986, as amended (the 'Code'), a\nportion of those benefits could be characterized as 'excess parachute payments'\nwithin the meaning of Section 280G of the Code. The parties hereto acknowledge\nthat the protections set forth in this Section 8 are important, and it is agreed\nthat Employee should not have to bear the burden of any excise tax that might be\nlevied under Section 4999 of the Code or any similar provision of state or\nfederal law, in the event that any portion of the benefits payable to Employee\npursuant to this Agreement are treated as an excess parachute payment. The\nparties, therefore, have agreed as set forth in this Section 8.\n\n         (b) Anything in this Agreement to the contrary notwithstanding, if it\nshall be determined that any payment or distribution (including income\nrecognized by Employee upon the early vesting of restricted property or upon the\nexercise of options whose exercise date has been accelerated) by GroupMAC or the\nCompany or any other person to or for the benefit of Employee (whether paid or\npayable or distributed or distributable pursuant to the terms of this Agreement\nor otherwise, but determined without regard to any additional payments required\nunder this Section 8) (a 'Payment') would be subject to the excise tax imposed\nby Section 4999 of the Code or any similar provision of state or federal law or\nany interest or penalties are incurred by Employee with respect to such excise\ntax (such excise tax, together with any such interest and penalties, are\nhereinafter collectively referred to as the 'Excise Tax'), then the Company\nshall pay an additional payment (a 'Gross-Up Payment') in an amount such that\nafter payment by Employee of all taxes (including any interest or penalties\nimposed with respect to such taxes), including, without limitation, any income\ntaxes (and any interest and penalties imposed with respect thereto) and Excise\nTax imposed on the Gross-Up Payment, Employee retains an amount of the Gross-Up\nPayment equal to the Excise Tax imposed on the Payments.\n\n         (c) Subject to the provisions of Section 8(d) below, all determinations\nrequired to be made under this Section 8, including whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up Payment and the assumptions\nto be utilized in arriving at such determination, shall be made by an\nindependent public accounting firm with a national reputation selected by\nEmployee (the 'Accounting Firm') that shall provide detailed supporting\ncalculations both to the Company and to Employee within 15 business days after\nthe receipt of notice from Employee that there has been a Payment, or such\nearlier time as is requested by the Company. In the event that the Accounting\nFirm is serving as accountant or auditor for the individual, entity or group\neffecting the change in control of GroupMAC or the Company, Employee shall\nappoint another nationally recognized accounting firm to make the determinations\nrequired hereunder\n\n\n                                        4\n\n\n\n\n\n\n(which accounting firm shall then be referred to as the Accounting Firm\nhereunder). All fees and expenses of the Accounting Firm shall be borne solely\nby the Company. The Company shall indemnify and hold harmless Employee, on an\nafter-tax basis, for any Excise Tax or income tax (including interest and\npenalties with respect thereto) imposed on Employee as a result of such payment\nof fees and expenses. Any Gross-Up Payment, as determined pursuant to this\nSection 8, shall be paid by the Company to Employee within five days of the\nreceipt of the Accounting Firm's determination. If the Accounting Firm\ndetermines that no Excise Tax is payable by Employee, it shall furnish Employee\nwith a written opinion that failure to report the Excise Tax on Employee's\napplicable federal income tax return would not result in the imposition of a\nnegligence or similar penalty. Any determination by the Accounting Firm shall be\nbinding on the Company and Employee. As a result of uncertainty in the\napplication of Section 4999 of the Code at the time of the initial determination\nby the Accounting Firm hereunder, it is possible that Gross-Up Payments may not\nhave been made by the Company that should have been made ('Underpayment'),\nconsistent with the calculations required to be made hereunder. If the Company\nexhausts its remedies pursuant to Section 8(d) below and Employee thereafter is\nrequired to make a payment of any Excise Tax, the Accounting Firm shall\ndetermine the amount of the Underpayment that has occurred and any such\nUnderpayment shall be promptly paid by the Company to or for the benefit of\nEmployee.\n\n         (d) Employee shall notify the Company in writing of any claim\n(including any threatened tax lien related to or based on any such claims) by\nthe Internal Revenue Service that, if successful, would require the payment by\nthe Company of the Gross-Up Payment. Such notification shall be given as soon as\npracticable but no later than 10 business days after Employee is informed in\nwriting of such claim (or threatened lien) and shall apprize the Company of the\nnature of such claim and the date on which such claim is requested to be paid.\nEmployee shall not pay such claim prior to the expiration of the 30-day period\nfollowing the date on which Employee gives such notice to the Company (or such\nshorter period ending on the date that any payment of taxes with respect to such\nclaim is due or such tax lien would be imposed). If the Company notifies\nEmployee in writing prior to the expiration of such period that it desires to\ncontest such claim (or threatened lien), Employee shall:\n\n                  (i) give the Company any information reasonably requested by\n         the Company relating to such claims (or threatened lien);\n\n                  (ii) take such action in connection with contesting such claim\n         (or threatened lien) as the Company shall reasonably request in writing\n         from time to time, including, without limitation, accepting legal\n         representation with respect to such claim by an attorney reasonably\n         selected by the Company;\n\n                  (iii) cooperate with the Company in good faith in order\n         effectively to contest such claim (or threatened lien); and\n\n                  (iv) permit the Company to participate in any proceedings\n         relating to such claims (or threatened lien);\n\n\n                                        5\n\n\n\n\n\n\nprovided, however, that the Company shall bear and pay directly all costs and\nexpenses (including legal fees and expenses, additional interest and penalties)\nincurred in connection with such contest and shall indemnify and hold Employee\nharmless, on an after-tax basis, for any Excise Tax or income tax (including\ninterest and penalties with respect thereto) imposed as a result of such\nrepresentation and payment of costs and expenses. Without limitation on the\nforegoing provisions of this Section 8(d), the Company shall control all\nproceedings taken in connection with such contest and, at its sole option, may\npursue or forego any and all administrative appeals, proceedings, hearings and\nconferences with the taxing authority in respect of such claim and may, at its\nsole option, either direct Employee to pay the tax claimed and sue for a refund\nor contest the claim in any permissible manner, and Employee shall prosecute\nsuch contest to a determination before any administrative tribunal, in a court\nof initial jurisdiction and in one or more appellate courts, as Employee shall\ndetermine (but in no event shall the Company permit or direct Employee to allow\na tax lien to be imposed on Employee's property); provided, further, that if the\nCompany directs Employee to pay such claim and sue for a refund, the Company\nshall advance the amount of such payment to Employee, on an interest-free basis,\nand shall indemnify and hold Employee harmless on an after-tax basis, from any\nExcise Tax or income tax (including interest or penalties with respect thereto)\nimposed with respect to such advance or with respect to any imputed income with\nrespect to such advance; and provided, further, that any extension of the\nstatute of limitations relating to payment of taxes for the taxable year of\nEmployee with respect to which such contested amount is claimed to be due is\nlimited solely to such contested amount. In addition, the Company's control of\nthe contest shall be limited to issues with respect to which a Gross-Up Payment\nwould be payable hereunder, and Employee shall be entitled to settle or contest,\nas the case may be, any other issue raised by the Internal Revenue Service or\nany other taxing authority.\n\n         (e) If, after the receipt by Employee of an amount advanced by the\nCompany pursuant to Section 8(d), Employee becomes entitled to receive any\nrefund with respect to such claim, Employee shall (subject to the Company's\ncomplying with the requirements of Section 8(d) above) promptly pay to the\nCompany the amount of such refund (together with any interest paid or credited\nthereon after taxes applicable thereto). If after the receipt by Employee of an\namount advanced by the Company pursuant to Section 8(d) above, a determination\nis made that Employee shall not be entitled to any refund with respect to such\nclaim and the Company does not notify Employee in writing of its intent to\ncontest such denial of refund prior to the expiration of 30 days after such\ndetermination, then such advance shall be forgiven and shall not be required to\nbe repaid and the amount of such advance shall offset, to the extent thereof,\nthe amount of Gross-Up Payment required to be paid.\n\n         9. Acceleration of Options. Upon the occurrence of any of the following\nevents at a time while Employee holds outstanding options to purchase GroupMAC\nCommon Stock, all such options shall be immediately exercisable in full:\n\n                  (i) the acquisition described in clause (i) of the definition\n         of Change of Control;\n\n\n\n                                        6\n\n\n\n\n\n\n                  (ii) the change in the composition of the Board of Directors\n         described in clause (ii) of such definition;\n\n                  (iii) the shareholder approval or adoption described in\n         clauses (iii) or (iv) of such definition;\n\n                  (iv) the commencement date of any tender offer subject to the\n         terms of Section 14(d)(1) of the Securities Exchange Act of 1934, as\n         amended (the 'Exchange Act'), or exchange offer subject to the terms of\n         the Securities Act of 1933, as amended (the 'Securities Act'), or any\n         other offer or series of offers to purchase for cash, or to exchange\n         for securities of a person other than the Company or any of its\n         affiliates, GroupMAC Common Stock by any 'person' or 'group' of persons\n         (as such terms are used in Rule 13d of the Exchange Act) other than an\n         offer or offers by GroupMAC or by employee benefit plan(s) sponsored by\n         GroupMAC ('Tender Offer') if such person or group would hold 30% or\n         more of the then outstanding GroupMAC Common Stock after the\n         consummation of the Tender Offer.\n\n         10. Termination.\n\n         (a) Either the Company or Employee may terminate Employee's employment\nhereunder at any time by delivery of written notice by the terminating party of\nits election to terminate this Agreement to the other party. Promptly after such\ntermination of employment, the Company shall pay to Employee an amount equal to\nthe sum of (i) Employee's earned but unpaid Annual Base Salary through the date\nof termination of employment at the rate in effect at the time of such\ntermination, (ii) vacation pay earned but not taken to the date of such\ntermination, and (iii) all other amounts previously deferred by Employee or\nearned but not paid as of such date under all Company incentive or deferred\ncompensation plans or programs.\n\n         (b) If the Company terminates Employee's employment without Cause, then\nthe Company shall promptly pay to Employee the following amounts in addition to\nthose set forth in Section 10(a):\n\n                  (i) If such termination occurred during a Protected Period,\n         the amounts set forth in Section 7; and\n\n                  (ii) If such termination did not occur during a Protected\n         Period,\n\n                           (A) an amount equal to 12 months' compensation at\n                  Employee's then current Annual Base Salary, payable\n                  semimonthly, and shall continue to provide benefits in the\n                  kind and amounts provided up to the date of termination for a\n                  12 month period including, without limitation, continuation of\n                  any Company-paid benefits as described in Section 5 for\n                  Employee and Employee's family;\n\n\n\n                                        7\n\n\n\n\n\n\n                           (B) any portion of Employee's bonus for the calendar\n                  year prior to the calendar year in which such termination of\n                  employment occurs which has not been paid; and\n\n                           (C) an additional amount equal to a prorated portion\n                  of Employee's target bonus for the calendar year in which such\n                  termination occurs, assuming that Employee would have earned\n                  the maximum target bonus for such year (such prorated portion\n                  to be determined based upon the number of working days\n                  Employee is employed by the Company during the calendar year\n                  in which Employee's employment is terminated divided by the\n                  total number of working days in such calendar year).\n\n         The amounts described in clauses (B) and (C) above shall be paid\n         promptly after the determination of such bonuses, but in any event\n         prior to the publication of financial statements of GroupMAC for such\n         year.\n\n         (c) If Employee terminates Employee's employment for Good Reason during\na Protected Period, then the Company shall promptly pay to Employee, in addition\nto the amounts set forth in Section 10(a), the amounts set forth in Section 7.\n\n         (d) In the event this Agreement is terminated by the Company without\nCause or by Employee with Good Reason, Employee agrees to accept, in full\nsettlement of any and all claims, losses, damages and other demands that\nEmployee may have arising out of such termination, as liquidated damages and not\nas a penalty, the payments set forth in this Agreement. Employee hereby waives\nany and all rights Employee may have to bring any cause of action or proceeding\ncontesting any termination without Cause or Good Reason; provided, however, that\nsuch waiver shall not be deemed to affect Employee's rights to enforce any other\nobligations of the Company. Under no circumstances shall Employee be entitled to\nany compensation or confirmation of any benefits under this Agreement for any\nperiod of time following Employee's date of termination if Employee's\ntermination is for Cause.\n\n         (e) If at any time during the term of this Agreement, Employee is\nunable due to physical or mental disability, to perform effectively Employee's\nduties hereunder, the Company shall continue payment of compensation as provided\nin Section 4 during the first 12 month period of such disability to the extent\nnot covered by the Company's disability insurance policies. Upon the expiration\nof such 12 month period, the Company, at its sole option, may continue payment\nof Employee's salary for such additional periods as the Company elects, or may\nterminate this Agreement without any further obligations hereunder. If Employee\nshould die during the term of this Agreement, Employee's employment and the\nCompany's obligations hereunder shall terminate as of the end of the month in\nwhich Employee's death occurs.\n\n         (f) So long as Employee receives a severance as provided in Section\n10(b) above, Employee shall sign any lock-up letters, standstill agreements, or\nother similar documentation required by an underwriter in connection with a\npublic offering of securities by GroupMAC or\n\n\n                                        8\n\n\n\n\n\n\ntake other actions reasonably related thereto as requested by the Board of\nDirectors of GroupMAC; provided, however, that the period of any such lock-up or\nstandstill agreements shall not exceed the shorter of (i) 180 days or (ii) the\nbalance of the severance period. Failure to take any such action shall cause\nEmployee to forfeit any further rights to the salary continuation payments in\nSection 10(b)(ii). In addition, in such event the Company can seek and obtain\nspecific performance of such covenant, including any injunction requiring\nexecution thereof, and Employee hereby appoints the then current president of\nthe Company to sign any such documents on his behalf so long as such documents\nare prepared on the same basis as other shareholders generally or as all\nmanagement shareholders.\n\n         11. No Mitigation Obligation. The Company acknowledges that it will be\ndifficult and may be impossible (i) for Employee to find reasonably comparable\nemployment following termination of Employee's employment and (ii) to measure\nthe amount of damages which Employee may suffer as a result of the termination\nof Employee's employment. Accordingly, all amounts paid to Employee under this\nAgreement following Employee's termination of employment are acknowledged by the\nCompany to be reasonable and to be liquidated damages, and Employee will not be\nrequired to mitigate the amount of such payments by seeking other employment or\notherwise, nor will any profits, income, earnings or other benefits from any\nsource whatsoever (including from other employment) create any mitigation,\noffset, reduction or any other obligation on the part of Employee under this\nAgreement.\n\n         12. Covenant Not to Compete.\n\n         (a) During Employee's employment with the Company or any of its\nAffiliates (as defined in Exhibit B attached hereto) and thereafter during the\nRestricted Period (as defined in Exhibit B attached hereto), regardless of the\nreason for the termination of Employee's employment, Employee will not engage in\nor carry on, directly or indirectly, either for himself or as a member of a\npartnership or as a shareholder, investor, owner, officer or director of a\ncompany or other entity, or as an employee, agent, associate or consultant of\nany person, partnership, corporation or other entity, any business in any State\nof the United States or in any other part of the world that directly competes\nwith any services or products produced, sold, conducted, developed, or in the\nprocess of development by the Company or its Affiliates on the date of\ntermination of Employee's employment.\n\n         (b) Notwithstanding the foregoing, Employee shall be permitted to\nengage in the following activities which could otherwise be covered by Section\n12(a):\n\n                  (i) the ownership of less than one percent of any class of\n         securities of a publicly-held company whose gross assets exceed\n         $100,000,000; and\n\n                  (ii) working in the indoor air quality, heating, ventilation\n         and air conditioning or plumbing maintenance services industry if such\n         activities are not in direct competition with any products or services\n         produced, sold, conducted, developed, or in the process of\n\n\n                                        9\n\n\n\n\n\n\n         development by the Company or its Affiliates on the date of termination\n         of Employee's employment.\n\n         (c) Employee acknowledges that the limitations set forth herein on his\nrights to compete with the Company and its Affiliates are reasonable and\nnecessary for the protection of the Company and its Affiliates. In this regard,\nEmployee specifically agrees that the limitations as to period of time and\ngeographic area, as well as all other restrictions on his activities specified\nherein, are reasonable and necessary for the protection of the Company and its\nAffiliates. In particular, Employee acknowledges that the parties anticipate\nthat Employee will be actively seeking markets for the products and services of\nthe Company and its Affiliates throughout the United States during Employee's\nemployment with the Company.\n\n         (d) In the event that there shall be any violation of the covenant not\nto compete set forth in this Section 12, then the time limitation thereof shall\nbe extended for a period of time equal to the period of time during which such\nviolation continues; and in the event the Company is required to seek relief\nfrom such violation in any court, board of arbitration or other tribunal, then\nthe covenant shall be extended for a period of time equal to the pendency of\nsuch proceedings, including all appeals.\n\n         (e) Employee agrees that the remedy at law for any breach by Employee\nof this Section 12 will be inadequate and that the Company shall also be\nentitled to injunctive relief.\n\n         13. Confidential Information. During the term of this Agreement, and\nfor five years after Employee's termination of employment, Employee shall not\nuse or disclose, without the prior written consent of the Company, Confidential\nInformation (as defined in Exhibit B attached hereto) relating to the Company or\nany of its Affiliates, and upon termination of Employee's employment will return\nto the Company all written materials in Employee's possession embodying such\nConfidential Information. Employee will promptly disclose to the Company all\nConfidential Information, as well as any business opportunity which comes to\nEmployee's attention during the term of Employee's employment with the Company.\nEmployee will not take advantage of or divert any business opportunity for the\nbenefit of Employee or any other Person (as defined in Exhibit B attached\nhereto) without the prior written consent of the Company. Employee agrees that\nthe remedy at law for any breach by him of this Section 13 will be inadequate\nand that the Company shall also be entitled to injunctive relief.\n\n         14. Intellectual Property.\n\n         (a) To the extent they relate to, or result from, directly or\nindirectly, the actual or anticipated operations of the Company or any of its\nAffiliates, Employee hereby agrees that all patents, trademarks, copyrights,\ntrade secrets, and other intellectual property rights, all inventions, whether\nor not patentable, and any product, drawing, design, recording, writing,\nliterary work or other author's work, in any other tangible form developed in\nwhole or in part by Employee during the term of this Agreement, or otherwise\ndeveloped, purchased or acquired by\n\n\n                                       10\n\n\n\n\n\n\nthe Company or any of its Affiliates, shall be the exclusive property of the\nCompany or such Affiliate, as the case may be ('Intellectual Property').\n\n         (b) Employee will hold all Intellectual Property in trust for the\nCompany and will deliver all Intellectual Property in his possession or control\nto the Company upon request and, in any event, at the end of his employment with\nthe Company.\n\n         (c) Employee shall assign and does hereby assign to the Company all\nproperty rights that he may now or hereafter have in the Intellectual Property.\nEmployee shall take such action, including, but not limited to, the execution,\nacknowledgment, delivery and assistance in preparation of documents, and the\ngiving of testimony, as may be requested by the Company to evidence, transfer,\nvest or confirm the Company's right, title and interest in the Intellectual\nProperty.\n\n         (d) Employee will not contest the validity of any invention, any\ncopyright, any trademark or any mask work registration owned by or vesting in\nthe Company or any of its Affiliates under this Agreement.\n\n         15. Definitions. As used in this Agreement , the terms defined in\nExhibit B have the means assigned to such terms in such exhibit.\n\n         16. Notices. All notices, requests, demands and other communications\nrequired by or permitted under this Agreement shall be in writing and shall be\nsufficiently delivered if delivered by hand, by courier service, or sent by\nregistered or certified mail, postage prepaid, to the parties at their\nrespective addresses listed below:\n\n         (a)      If to Employee:\n\n                  409 Ripple Creek\n                  Houston, Texas 77024\n\n         (b)      If to the Company or GroupMAC:\n\n                  GroupMAC Management Co.\n                  8 Greenway Plaza, Suite 1500\n                  Houston, Texas 77046\n                  Attention:  Corporate Secretary\n                  Facsimile:  713-626-4788\n\nAny party may change such party's address by such notice to the other parties.\n\n         17. No Set-off Rights. The Company's obligations to make the payments\nand provide the benefits required by this Agreement and otherwise to perform its\nobligations\n\n\n                                       11\n\n\n\n\n\n\nhereunder shall not be affected by any set off, counterclaim, recoupment,\ndefense or other claim, right or action that the Company may have against\nEmployee or others.\n\n         18. Assignment. This Agreement is personal to Employee, and Employee\nshall not assign any of Employee's rights or delegate any of Employee's duties\nhereunder without the prior written consent of the Company. Neither Employee nor\nEmployee's spouse will have the right to commute, encumber, or otherwise dispose\nof any payments under this Agreement. The Company shall have the right to assign\nthis Agreement to a successor in interest in connection with a merger, sale of\nsubstantially all assets, or the like; provided however, that an assignment of\nthis Agreement to an entity with operations, products or services outside of the\nindustries in which the Company is then active shall not be deemed to expand the\nscope of Employee's covenant not to compete with such operations, products or\nservices without Employee's written consent. The Company shall require any\nPerson who is the successor (whether direct or indirect, by purchase, merger,\nconsolidation, reorganization, or otherwise) to all or substantially all of the\nbusiness and\/or assets of the Company or GroupMAC to expressly assume and agree\nto perform, by a written agreement in form and substance reasonably satisfactory\nto Employee, all of the obligations of the Company and GroupMAC under this\nAgreement. As used in this Agreement, the term 'Company' means the Company as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, written agreement, or otherwise, and the term 'GroupMAC' means GroupMAC as\nhereinbefore defined and any successor to its business and\/or assets as\naforesaid which assumes and agrees to perform this Agreement by operation of\nlaw, written agreement or otherwise.\n\n         19. Survival. The provisions of this Agreement shall survive the\ntermination of Employee's employment hereunder in accordance with their terms.\n\n         20. Governing Law. This Agreement shall be governed by, and construed\nand enforced in accordance with, the laws of Texas without regard to the\nchoice-of-law principles thereof.\n\n         21. Binding Upon Successors. This Agreement shall be binding upon, and\nshall inure to the benefit of, the parties hereto and their respective heirs,\nlegal representatives, successors and permitted assigns.\n\n         22. Entire Agreement. This Agreement constitutes the entire agreement\nbetween the Company and Employee with respect to the terms of employment of\nEmployee by the Company and supersedes all prior agreements and understandings,\nwhether written or oral, between them concerning such terms of employment.\n\n         23. Amendments and Waivers. This Agreement may be amended, modified or\nsupplemented, and any obligation hereunder may be waived, only by a written\ninstrument executed by the parties hereto. The waiver by either party of a\nbreach of any provision of this Agreement shall not operate as a waiver of any\nsubsequent breach. No failure on the part of any\n\n\n                                       12\n\n\n\n\n\n\nparty to exercise, and no delay in exercising, any right or remedy hereunder\nshall operate as a waiver hereof, nor shall any single or partial exercise of\nany such right or remedy by such party preclude any other or further exercise\nthereof or the exercise of any other right or remedy.\n\n         24. Cumulative Rights And Remedies. All rights and remedies hereunder\nare cumulative and are in addition to all other rights and remedies provided by\nlaw, agreement or otherwise. Employee's obligations to the Company and the\nCompany's rights and remedies hereunder are in addition to all other obligations\nof Employee and rights and remedies of the Company created pursuant to any other\nagreement.\n\n         25. Construction. Each party to this Agreement has had the opportunity\nto review this Agreement with legal counsel. This Agreement shall not be\nconstrued or interpreted against any party on the basis that such party drafted\nor authored a particular provision, parts of or the entirety of this Agreement.\n\n         26. Severability. In the event that any provision or provisions of this\nAgreement is held to be invalid, illegal or unenforceable by any court of law or\notherwise, the remaining provisions of this Agreement shall nevertheless\ncontinue to be valid, legal and enforceable as though the invalid or\nunenforceable parts had not been included therein. In addition, in such event\nthe parties hereto shall negotiate in good faith to modify this Agreement so as\nto effect the original intent of the parties as closely as possible with respect\nto those provisions which were held to be invalid, illegal or unenforceable.\n\n         27. Attorneys' Fees and Costs. If any action at law or in equity is\nbrought to enforce or interpret the terms of this Agreement, the prevailing\nparty shall be entitled to reasonable attorneys' fees, costs and necessary\ndisbursements in addition to any other relief to which it may be entitled.\n\n         28. GroupMAC Performance Agreement. GroupMAC shall cause the Company to\nperform each and every obligation to be performed by the Company hereunder.\n\n\n\n                                       13\n\n\n\n\n\n\n         IN WITNESS WHEREOF, the Company and Employee have executed this\nAgreement on the date first above written.\n\n                                        GROUPMAC MANAGEMENT CO.\n\n\n                                        By:   \/s\/  Donald L. Luke\n                                           -------------------------------------\n                                              Donald L. Luke\n                                              President\n\n\n                                        GROUP MAINTENANCE AMERICA CORP.\n\n\n                                        By:   \/s\/  Donald L. Luke\n                                           -------------------------------------\n                                              Donald L. Luke\n                                              President\n\n\n                                        EMPLOYEE:\n\n                                        \/s\/ J. Patrick Millinor, Jr.\n                                        ----------------------------------------\n                                        J. Patrick Millinor, Jr.\n\n\n                                       14\n\n\n\n\n\n\n                                                                       EXHIBIT A\n\n                        DUTIES OF CHIEF EXECUTIVE OFFICER\n\n\n                  RESOLVED, that\n\n                  A. It is hereby declared to be the sense of the Board that the\n         duties of the Chief Executive Officer provided for in Section 5.6 of\n         the By-Laws should include particular attention to the following:\n\n                           1. Develop long range objectives with policies and\n                  operating plans to accomplish such goals.\n\n                           2. Formulate and adopt policies to develop the\n                  Company's resources and to provide for successful future\n                  management and operation of the business.\n\n                           3. Assure the soundness and adequacy of the Company's\n                  financial structure and financial practices.\n\n                           4. Define goals, direct the efforts, provide the\n                  resources, and appraise the results of the Company's operating\n                  managements.\n\n                           5. Establish and maintain an effective system of\n                  communications throughout the Company and with outside\n                  financial, business and governmental entities.\n\n                  B. Pursuant to the provisions of Section 5.6 of the By-Laws of\n         the Company, there are hereby imposed upon the Chief Executive Officer\n         the following specific responsibilities, in addition to those provided\n         for in said Section 5.6.\n\n                           1. To prepare and submit to the Board a plan of\n                  operations for the Company for the ensuing year (hereinafter\n                  referred to in this resolution as the 'Plan'). The term\n                  'Company' when used in this resolution shall be deemed to\n                  include the Company and its consolidated subsidiaries, unless\n                  the context otherwise requires.) The Plan shall consist of the\n                  following information concerning the Company for the ensuing\n                  year: a statement of estimated profit and loss, a statement of\n                  estimated source and application of funds, a capital\n                  expenditure budget and an estimated resulting consolidated\n                  balance sheet as of the end of such year. The Plan shall be\n                  submitted for Board review no later than the first regular\n                  Board meeting of the new calendar year. It shall be in\n                  sufficient detail to permit the Board to render judgment\n                  concerning the propriety of the Plan and the direction that\n                  the Company will have taken if the Plan is fully implemented.\n                  Upon approval of the Plan by the Board, it shall be the duty\n                  of the\n\n                                        1\n\n :  PAGE&gt;   16\n\n\n\n\n                  Chief Executive Officer to conduct the business on a basis\n                  consistent with the Plan. Any significant deviation from the\n                  Plan shall be approved by the Board.\n\n                           2. To keep the Board currently informed of all\n                  occurrences and developments which, in the judgment of the\n                  Chief Executive Officer, may have a material effect upon the\n                  business or interests of the Company.\n\n                           3. To submit to the Board on a timely basis monthly\n                  financial statements that will permit the Board to monitor the\n                  progress of the Plan.\n\n                           4. To obtain Board authorization of any capital\n                  expenditure exceeding $50,000 in amount, and in this\n                  connection to submit to the Board such information concerning\n                  such expenditures as the Chief Executive Officer considers\n                  pertinent; provided, however, the Chief Executive Officer may\n                  make, or authorize to be made, a capital expenditure not\n                  specifically authorized by the Board whenever in his judgment\n                  it is necessary to preserve the property of the Company and\n                  the delay incident to obtaining prior approval of the Board of\n                  such expenditure would be harmful to the best interests of the\n                  Company. Each such emergency expenditure shall thereafter be\n                  reported promptly to the Board. As used in this Resolution,\n                  the term 'capital expenditure' shall include investments and\n                  capital leases.\n\n                           5. To obtain Board authorization of any increase in a\n                  specifically authorized capital expenditure when such increase\n                  exceeds the lesser of (a) $50,000, or (b) 20% of the amount of\n                  such expenditure theretofore specifically authorized.\n\n                           6. To authorize a capital expenditure not exceeding\n                  $50,000 in amount so long as such expenditure is, in the\n                  judgment of the Chief Executive Officer, consistent with the\n                  approved Plan and the total of all such expenditures during\n                  the Plan period is not anticipated to exceed the approved Plan\n                  level.\n\n                           7. To authorize other expenditures and charges\n                  relating to the operations of the Company and not involving\n                  capital expenditures without further authority from the Board\n                  so long as such expenditures are, in the judgment of the Chief\n                  Executive Officer, consistent with the approved Plan.\n\n                           8. To authorize the disposal of fixed assets or\n                  investments or other non-current assets of the Company having\n                  a depreciated book value, sales price or current market value\n                  not in excess of $50,000; provided, that the Chief Executive\n                  Officer may sell, exchange or otherwise dispose of such\n                  property having such value in excess of $50,000 whenever, in\n                  his judgment, the delay incident to obtaining prior approval\n                  of the Board or the Executive Committee for such purpose would\n                  be harmful to the best interests of the Company. Each such\n                  action shall thereafter be reported promptly to the Board.\n\n                                        2\n\n\n\n\n\n\n\n                           9. To approve the sale, exchange or disposition of\n                  assets not currently in investment accounts without\n                  limitations as to price or value.\n\n                           10. To engage any person (other than as an officer or\n                  employee), firm, association or corporation to perform\n                  consulting, professional and related services for the Company,\n                  other than the Company's independent accounting firm, when the\n                  compensation for each separate service does not exceed $50,000\n                  for any twelve-month period, and to obtain Board approval of\n                  any amounts in excess thereof.\n\n                  C. The following additional authority and responsibilities are\n         hereby conferred upon the Chief Executive Officer:\n\n                           1. He shall vote the stock of each consolidated\n                  subsidiary held by the Company so as to require the prior\n                  approval of the Company, in its capacity as a shareholder of\n                  such subsidiary, (i) of any capital expenditure by such\n                  subsidiary or by any of its subsidiaries which, pursuant to\n                  the terms of this resolution, would require specific Board\n                  authorization if made by the Company, and (ii) of any action\n                  by such subsidiary or by any of its subsidiaries that is\n                  described in Paragraph B of this resolution and that would\n                  require prior approval if taken by the Company. Any approval\n                  of the Company provided for in this Paragraph C shall be\n                  evidenced by resolution of the Board.\n\n                           2. Any discretionary authority granted by this\n                  resolution to the Chief Executive Officer concerning action\n                  affecting the Company may be exercised by the chief executive\n                  officer of any consolidated subsidiary concerning action\n                  affecting such subsidiary, subject to the control and approval\n                  of the Chief Executive Officer.\n\n                           3. The Chief Executive Officer or any other officer\n                  of the Company designated by the Board shall have the\n                  authority to (i) appoint agents of the Company to exercise in\n                  the name and on behalf of the Company the powers and rights\n                  that the Company may have as the holder of stock or other\n                  securities in any other company, (ii) vote or consent in\n                  respect of such stock or securities, and (iii) execute or\n                  cause to be executed in the name and on behalf of the Company\n                  and under its corporate seal, or otherwise, such written\n                  proxies, powers of attorney or other instruments as he may\n                  deem necessary or proper in order that the Company may\n                  exercise such powers and rights. Subject to the provisions of\n                  this Paragraph C, the Chief Executive Officer or any such\n                  designated officer may instruct any officer or any such\n                  designated officer may instruct any person as to the manner of\n                  exercising such powers and rights. The Chief Executive Officer\n                  may designate any officer of a consolidated subsidiary of the\n                  Company who shall have comparable authority to act with\n                  respect to stock or other securities owned by such subsidiary.\n\n                                        3\n\n\n\n\n\n\n\n                           4. The identities and qualifications of the persons\n                  proposed to be nominated as chief executive officers of the\n                  Company's principal subsidiaries and divisions shall be\n                  reviewed with the Board by the Chief Executive Officer prior\n                  to the selection of such persons for nomination to such\n                  offices.\n\n\n\n\n                                        4\n\n\n\n\n\n\n                                                                       EXHIBIT B\n\n                                   DEFINITIONS\n\n\n                  'Annual Base Salary' means the salary of Employee in effect at\n         the relevant time determined in accordance with Section 4(a) hereof.\n\n                  'Affiliate' means, with respect to any Person, each other\n         Person who controls, is controlled by, or is under common control with\n         the Person specified.\n\n                  'Cause' when used in connection with the termination of\n         employment with the Company, means the termination of Employee's\n         employment by the Company by reason of (i) the conviction of Employee\n         of a crime involving moral turpitude by a court of competent\n         jurisdiction as to which no further appeal can be taken; (ii) the\n         proven commission by Employee of an act of fraud upon the Company;\n         (iii) the willful and proven misappropriation of any funds or property\n         of the Company by Employee; (iv) the willful, continued and\n         unreasonable failure by Employee to perform material duties assigned to\n         Employee and agreed to by Employee after reasonable notice and\n         opportunity to cure such performance; (v) the knowing engagement by\n         Employee in any direct, material conflict of interest with the Company\n         without compliance with the Company's conflict of interest policy, if\n         any, then in effect; (vi) the knowing engagement by Employee, without\n         the written approval of the Board of Directors of the Company, in any\n         activity which competes with the business of the Company or any of its\n         Affiliates or which would result in a material injury to the Company or\n         any of its Affiliates; or (vii) the knowing engagement in any activity\n         which would constitute a material violation of the provisions of the\n         Company's Insider Trading Policy or Business Ethics Policy, if any,\n         then in effect.\n\n                  'Change of Control' means\n\n                           (i) the acquisition by any individual, entity or\n                  group (within the meaning of Section 13(d)(3) or 14(d)(2) of\n                  the Exchange Act (a 'Designated Person') of beneficial\n                  ownership (within the meaning of Rule 13d-3 promulgated under\n                  the Securities Exchange Act of 1934, as amended, (the\n                  'Exchange Act')) of 30% or more of either (1) the then\n                  outstanding shares of Common Stock of GroupMAC (the\n                  'Outstanding GroupMAC Common Stock') or (2) the combined\n                  voting power of the then outstanding voting securities of\n                  GroupMAC entitled to vote generally in the election of\n                  directors (the 'Outstanding GroupMAC Voting Securities');\n                  provided, however, that the following acquisitions shall not\n                  constitute a Change in Control if: (i) any acquisition of\n                  Common Stock of GroupMAC or voting securities of GroupMAC\n                  directly from GroupMAC\n\n                                        1\n\n\n\n\n\n\n\n                  (excluding an acquisition by virtue of the exercise of a\n                  conversion privilege), (ii) any acquisition of Common Stock of\n                  GroupMAC or voting securities of GroupMAC by GroupMAC, (iii)\n                  any acquisition of Common Stock of GroupMAC or voting\n                  securities of GroupMAC by any employee benefit plan(s) (or\n                  related trust(s)) sponsored or maintained by GroupMAC or any\n                  corporation controlled by GroupMAC and approved by the\n                  Incumbent Board, or (iv) any acquisition by any corporation\n                  pursuant to a reorganization, merger or consolidation, if,\n                  immediately following such reorganization, merger or\n                  consolidation, the conditions described in clauses (1), (2)\n                  and (3) of paragraph (iii) of this definition are satisfied;\n                  or\n\n                           (ii) individuals who, as of the date hereof,\n                  constitute the entire Board of Directors of GroupMAC (the\n                  'Incumbent Board') cease for any reason to constitute at least\n                  a majority of the Board of Directors of GroupMAC (the\n                  'Board'); provided, however, that any individual becoming a\n                  director subsequent to the date hereof whose election, or\n                  nomination for election by GroupMAC's shareholders, was\n                  approved by a vote of at least a majority of the directors\n                  then comprising the Incumbent Board shall be considered as\n                  though such individual were a member of the Incumbent Board,\n                  but excluding, for this purpose, any such individual whose\n                  initial assumption of office occurs as a result of either (1)\n                  an actual or threatened election contest (as such terms are\n                  used in Rule 14a-11 of the Regulation 14A promulgated under\n                  the Exchange Act), or an actual or threatened solicitation of\n                  proxies or consents by or on behalf of a Person other than the\n                  Board or (2) a plan or agreement to replace a majority of the\n                  members of the Board then comprising the Incumbent Board; or\n\n                           (iii) approval by the shareholders of GroupMAC of a\n                  reorganization, merger or consolidation, in each case unless,\n                  immediately following such reorganization, merger or\n                  consolidation, (1) more than 60% (or such greater percentage\n                  as may be approved by the Incumbent Board) of the then\n                  outstanding shares of common stock of the corporation\n                  resulting from such reorganization, merger or consolidation\n                  (including, without limitation, a corporation which as a\n                  result of such transaction owns GroupMAC through one or more\n                  subsidiaries) and the combined voting power of the then\n                  outstanding voting securities of such corporation entitled to\n                  vote generally in the election of directors is then\n                  beneficially owned, directly or indirectly, by all or\n                  substantially all of the individuals and entities who were the\n                  beneficial owners, respectively, of the Outstanding GroupMAC\n                  Common Stock and Outstanding GroupMAC Voting Securities\n                  immediately prior to such reorganization, merger or\n                  consolidation in substantially the same proportions as their\n                  ownership immediately prior to such reorganization, merger or\n                  consolidation, of the Outstanding GroupMAC Common Stock or\n                  Outstanding GroupMAC Voting Securities, as the case may be,\n                  (2) no\n\n\n                                        2\n\n\n\n\n\n\n                  Designated Person (excluding GroupMAC, any employee benefit\n                  plan(s) (or related trust(s)) of GroupMAC and\/or its\n                  subsidiaries or any Person beneficially owning, immediately\n                  prior to such reorganization, merger or consolidation,\n                  directly or indirectly, 30% (or such lesser percentage as may\n                  be approved by the Incumbent Board) or more of the Outstanding\n                  GroupMAC Common Stock or Outstanding GroupMAC Voting\n                  Securities, as the case may be) beneficially owns, directly or\n                  indirectly, 30% (or such lesser percentage as may be approved\n                  by the Incumbent Board) or more of, respectively, the then\n                  outstanding shares of common stock of the corporation\n                  resulting from such reorganization, merger or consolidation or\n                  the combined voting power of the then outstanding voting\n                  securities of such corporation entitled to vote generally in\n                  the election of directors, and (3) at least a majority of the\n                  members of the board of directors of the corporation resulting\n                  from such reorganization, merger or consolidation were members\n                  of the Incumbent Board at the time of the execution of the\n                  initial agreement providing for such reorganization, merger or\n                  consolidation; or\n\n                           (iv) approval by the shareholders of GroupMAC of (1)\n                  a complete liquidation or dissolution of GroupMAC or (2) the\n                  sale or other disposition of all or substantially all of the\n                  assets of GroupMAC, other than to a corporation, with respect\n                  to which immediately following such sale or other disposition,\n                  (A) more than 60% (or such greater percentage as may be\n                  approved by the Incumbent Board) of the then outstanding\n                  shares of common stock of such corporation and the combined\n                  voting power of the then outstanding voting securities of such\n                  corporation entitled to vote generally in the election of\n                  directors is then beneficially owned, directly or indirectly,\n                  by all or substantially all of the individuals and entities\n                  who were beneficial owners, respectively, of the Outstanding\n                  GroupMAC Common Stock and Outstanding GroupMAC Voting\n                  Securities immediately prior to such sale or other disposition\n                  in substantially the same proportion as their ownership,\n                  immediately prior to such sale or other disposition, of the\n                  Outstanding GroupMAC Common Stock and Outstanding GroupMAC\n                  Voting Securities, as the case may be, (B) no Designated\n                  Person (excluding GroupMAC and any employee benefit plan (or\n                  related trust) of GroupMAC and\/or its subsidiaries or such\n                  corporation and any Person beneficially owning, immediately\n                  prior to such sale or other disposition, directly or\n                  indirectly, 30% (or such lesser percentage as may be approved\n                  by the Incumbent Board) or more of the Outstanding GroupMAC\n                  Stock or Outstanding GroupMAC Voting Securities, as the case\n                  may be) beneficially owns, directly or indirectly, 30% (or\n                  such lesser percentage as may be approved by the Incumbent\n                  Board) or more of, respectively, the then outstanding shares\n                  of common stock of such corporation or the combined voting\n                  power of the then outstanding voting securities of such\n                  corporation entitled to vote generally in the election of\n                  directors, and (C) at least a majority of the members of the\n                  board of directors of such\n\n\n                                        3\n\n\n\n\n\n\n                  corporation were members of the Incumbent Board at the time of\n                  the execution of the initial agreement or action of the Board\n                  providing for such sale or other disposition of assets of\n                  GroupMAC.\n\n                  'Confidential Information' includes information conveyed or\n         assigned to the Company or any of its Affiliates by Employee or\n         conceived, compiled, created, developed, discovered or obtained by\n         Employee from and during his employment relationship with the Company,\n         whether solely by Employee or jointly with others, which concerns the\n         affairs of the Company or its Affiliates and which the Company could\n         reasonably be expected to desire be held in confidence, or the\n         disclosure of which would likely be embarrassing, detrimental or\n         disadvantageous to the Company or its Affiliates and without limiting\n         the generality of the foregoing includes information relating to\n         inventions, and the trade secrets, technologies, algorithms, products,\n         services, finances, business plans, marketing plans, legal affairs,\n         supplier lists, client lists, potential clients, business prospects,\n         business opportunities, personnel assignments, contracts and assets of\n         the Company or any of its Affiliates and information made available to\n         the Company or any of its Affiliates by other parties under a\n         confidential relationship. Confidential Information, however, shall not\n         include information (a) which is, at the time in question, in the\n         public domain through no wrongful act of Employee, (b) which is later\n         disclosed to Employee by one not under obligations of confidentiality\n         to the Company or any of its Affiliates or Employee, (c) which is\n         required by court or governmental order, law or regulation to be\n         disclosed, or (d) which the Company has expressly given Employee the\n         right to disclose pursuant to written agreement.\n\n                  'Good Reason' means the occurrence of any of the following\n         events:\n\n                  (a) Employee is assigned any duties materially inconsistent\n         with, or diminished from, Employee's positions, duties,\n         responsibilities and status with the Company or GroupMAC immediately\n         prior to the commencement of the Protected Period, or Employee's\n         status, reporting responsibilities, titles or offices are materially\n         diminished from those in effect immediately prior to the commencement\n         of the Protected Period, or Employee is removed from or is not\n         re-elected or appointed to any of such responsibilities, titles,\n         offices or positions, or Employee's duties and responsibilities are\n         materially increased without a corresponding increase in the Employee's\n         compensation (such increase in compensation to be satisfactory to\n         Employee, in Employee's sole reasonable judgment), except in each case\n         in connection with the termination of Employee's employment by the\n         Company for Cause or on account of disability, or as a result of the\n         Employee's death, or by the Employee for other than Good Reason;\n         provided, however, that Good Reason shall not be triggered under this\n         subsection (a) by an insubstantial action not taken in bad faith and\n         that is remedied by the Company promptly after receipt of written\n         notice from Employee; or\n\n\n\n                                        4\n\n\n\n\n\n\n                  (b) Employee's Annual Base Salary is reduced from that in\n         effect immediately prior to the commencement of the Protected Period or\n         as the same may be increased from time to time thereafter; or\n\n                  (c) The Company or GroupMAC fails to continue in effect any\n         benefit or compensation plan, including, but not limited to, the annual\n         bonus plan, qualified retirement plan, executive life insurance plan\n         and\/or health and accident plan, in which Employee is participating\n         immediately prior to the commencement of the Protected Period, or plans\n         providing, in the sole reasonable judgment of Employee, Employee with\n         substantially similar benefits, or the Company or GroupMAC takes any\n         action that would adversely affect Employee's participation in or\n         reduce Employee's benefits under any of such plans (excluding any such\n         action by the Company or GroupMAC that is required by law); or\n\n                  (d) The Company's or GroupMAC's principal executive offices\n         are relocated at any time following a Change in Control more than 20\n         miles from where such offices were located immediately prior to such\n         Change in Control; or\n\n                  (e) The Company requires Employee at any time following a\n         Change in Control to relocate more than 20 miles from where Employee's\n         office was located immediately prior to such Change in Control; or\n\n                  (f) The amendment, modification or repeal of any provision of\n         the Certificate of Incorporation or Bylaws of the Company or GroupMAC\n         that was in effect immediately prior to the commencement of the\n         Protected Period, if such amendment, modification or repeal would\n         materially adversely affect Employee's rights to indemnification by the\n         Company; or\n\n                  (g) The Company or GroupMAC shall violate or breach any\n         obligation of the Company or GroupMAC in effect immediately prior to\n         the commencement of the Protected Period (regardless whether such\n         obligation be set forth in the Bylaws of the Company or GroupMAC and\/or\n         in this Agreement or any other separate agreement entered into between\n         the Company or GroupMAC and Employee) to indemnify Employee against any\n         claim, loss, expense or liability sustained or incurred by Employee by\n         reason, in whole or in part, of the fact that Employee is or was an\n         officer or director of the Company; or\n\n                  (h) The Company or GroupMAC shall violate or breach any other\n         material obligation of the Company or GroupMAC owing to Employee in\n         effect immediately prior to the commencement of the Protected Period\n         relating to Employee's employment with the Company, but only if such\n         violation or breach (if capable of being remedied) shall\n\n\n                                        5\n\n\n\n\n\n\n         continue unremedied for more than 15 days after written notice thereof\n         is given by Employee to the Company; or\n\n                  (i) The Board (or any nominating committee of the Board) fails\n         to recommend and support Employee's re-election as a director of the\n         Company or GroupMAC if the Employee is a director of the Company or\n         GroupMAC immediately prior to the commencement of the Protected Period;\n         or\n\n                  (j) The Company and GroupMAC shall fail to keep in force, for\n         the benefit of Employee, directors' and officers' insurance policy with\n         coverage amounts and scope equal to the coverage amounts and scope\n         under such policy immediately prior to the commencement of the\n         Protected Period; or\n\n                  (k) The Company or GroupMAC fail to obtain from a successor\n         (including a successor to a material portion of the business or assets\n         of the Company or GroupMAC) a satisfactory assumption in writing of the\n         Company's or GroupMAC's obligations under this Agreement; or\n\n                  (l) The Company fails to provide Employee with office space,\n         related facilities and support personnel (including, but not limited\n         to, administrative and secretarial assistance) that are both\n         commensurate with the Employee's position and Employee's\n         responsibilities to and position with the Company immediately prior to\n         the Change of Control and not materially dissimilar to the office\n         space, related facilities and support personnel provided to other\n         executive officers of the Company; or\n\n                  (m) The Company or GroupMAC notifies Employee of the Company's\n         or GroupMAC's intention not to observe or perform one or more of the\n         obligations of the Company or GroupMAC under this Agreement.\n\n                  'Person' means any individual, corporation, trust,\n         partnership, limited partnership, foundation, association, limited\n         liability company, joint stock association or other legal entity.\n\n                  'Protected Period' means the period of time beginning with a\n         Change of Control and ending 24 months following such Change of\n         Control; provided, however, that if any event has occurred which could\n         reasonably be expected to result in a Change of Control and a Change of\n         Control occurs within six months after such event, then the Protected\n         Period will begin on the date of such event.\n\n                  'Restricted Period' means the period beginning on the date of\n         the termination of Employee's employment with the Company and its\n         Affiliates and ending as follows, as applicable:\n\n\n                                        6\n\n\n\n\n\n                           (i) six months after the termination of Employee's\n                  employment;\n\n                           (ii) one year after the termination of Employee's\n                  employment, if Employee is entitled to benefits under Section\n                  10(b)(ii); or\n\n                           (iii) two years after the termination of Employee's\n                  employment, if Employee is entitled to benefits under Section\n                  10(b)(i).\n\n\n\n\n\n\n\n\n\n                                       7\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7445],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9539,9544],"class_list":["post-39207","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-encompass-services-corp","corporate_contracts_industries-construction__specialty","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39207","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39207"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39207"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39207"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39207"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}