{"id":39333,"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-masters-inc-group-maintenance-america.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-masters-inc-group-maintenance-america","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-masters-inc-group-maintenance-america.html","title":{"rendered":"Employment Agreement &#8211; Masters Inc., Group Maintenance America Corp. and Ronald D. Bryant"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n         This Employment Agreement ('Agreement') is made as of November 13,\n1997 by and between Masters, Inc., (the 'Company'), a Maryland corporation and\na subsidiary of Group Maintenance America Corp., a Texas corporation\n('GroupMAC'), and Ronald D. Bryant, an individual resident of the State of\nMaryland ('Employee').\n\n         1. Employment. The Company hereby agrees to employ the Employee and\nthe Employee hereby agrees to work for the Company upon the terms and\nconditions set forth herein.\n\n         2. Term of Employment. This Agreement shall continue in effect for an\ninitial term of three (3) years from the date of this Agreement and may\ncontinue for additional one year periods upon the mutual written agreement of\nthe Company and the Employee, unless terminated in accordance with Section 6.\n\n         3. Scope of Duties; Representations and Warranties.\n\n            (a) The Employee will have such duties as are assigned or delegated\nto the Employee by the Board of Directors of the Company and will initially\nserve as the President of the Company. The Employee will devote his entire\nbusiness time, attention, skills, and energy exclusively to the business of the\nCompany, and will use his best efforts to promote the success of the Company's\nbusiness, and will cooperate fully with the Board of Directors in the\nadvancement of the best interests of the Company. If the Employee is elected as\na director of the Company or as a director or officer of any of its affiliates,\nthe Employee will fulfill his duties as such director or officer without\nadditional compensation.\n\n            (b) The Employee represents and warrants that the execution and\ndelivery by the Employee of this Agreement do not, and the performance by the\nEmployee of the Employee's obligations hereunder will not, with or without the\ngiving of notice or the passage of time, or both: (i) violate any judgment,\nwrit, injunction, or order of any court, arbitrator, or governmental agency\napplicable to the Employee, (ii) conflict with, result in the breach of any\nprovisions of or the termination of, or constitute a default under, any\nagreement to which the Employee is a party or by which the Employee is or may\nbe bound.\n\n         4. Compensation.\n\n            (a) The Company shall initially pay the Employee an annual base\nsalary of $150,000, subject to adjustment as provided below, which will be\npayable in equal periodic\n\n\n\n\n\n\ninstallments according to the Company's customary payroll practices, but no\nless frequently than monthly. Employee's base salary will be reviewed by the\nBoard of Directors of the Company not less frequently than annually, and may be\nadjusted upward or downward in the sole discretion of the Board of Directors of\nthe Company, but in no event will Employee's base salary be less than $150,000\nper year. The Company agrees to provide a vehicle comparable to the Employee's\npresent vehicle and all reasonable costs associated therewith for maintenance,\ngasoline and insurance.\n\n            (b) All payments of salary and other compensation to the Employee\nshall be made after deduction of any taxes and other amounts which are required\nto be withheld with respect thereto under applicable federal and state laws.\n\n         5. Fringe Benefits; Expenses.\n\n            (a) So long as the Employee is employed by the Company, the\nEmployee shall participate in all employee benefit plans sponsored by the\nCompany for its executive employees, including but not limited to vacation\npolicy, sick leave and disability leave, life insurance, health insurance,\ndental insurance, and stock ownership and\/or profit sharing plans; provided,\nhowever, that the nature, amount and limitations of such plans shall be\ndetermined from time to time by the Board of Directors of the Company.\n\n            (b) The Company shall pay the Employee for all reasonable business\nexpenses incurred by the Employee in the scope of his employment; provided,\nhowever, that the Employee must file expense reports with respect to such\nexpenses in accordance with the Company's policies as are in effect from time\nto time.\n\n            (c) The Employee shall be entitled to a minimum of 4 weeks paid\nvacation in accordance with the vacation policies of the Company in effect from\ntime to time. The Employee will also be entitled to the paid holidays and other\npaid leave set forth in the Company's policies. Vacation days earned during any\ncalendar year that are not used by the Employee by the end of the following\ncalendar year will be forfeited.\n\n         6. Termination. Employee agrees that this Agreement may be terminated\nby the Company with or without 'Cause' at any time, subject to the terms of\nthis Section 6. Such termination shall be effective upon delivery of written\nnotice to Employee of the Company's election to terminate this Agreement under\nthis Section 6.\n\n            (a) Definition of 'Cause'. When used in connection with the\ntermination of employment with the Company, 'Cause' shall mean: (i) Employee's\nbreach of his obligations under this Agreement; (ii) Employee's failure to\nadhere to any written Company policy after the Employee has been given a\nreasonable opportunity to comply with such policy or cure his failure to\ncomply; (iii) the conviction of or the entering of a guilty plea or plea of no\ncontest with respect to, a felony, the equivalent thereof, or any other crime\nwhich results in Employee's imprisonment if such imprisonment effects\nEmployee's performance hereunder; (iv) the commission by the Employee of an act\nof fraud upon the Company or any of its affiliates; (v) the misappropriation\n(or attempted\n\n                                      -2-\n\n\n\n\nmisappropriation) or any funds or property of the Company or any of its\naffiliates by the Employee; (vi) the failure by the Employee to perform duties\nassigned to him after reasonable notice and opportunity to cure such\nperformance; (vii) the engagement by the Employee in any direct, material\nconflict of interest with the Company without compliance with the Company's\nconflict of interest policy, if any, then in effect; (viii) the engagement by\nthe Employee, without the written approval of the Board of Directors of the\nCompany, in any activity which competes with the business of the Company or any\nof its affiliates or which would result in a material injury to the Company or\nany of its affiliates; (ix) the engagement by the Employee in any activity\nwhich would constitute a material violation of the provisions of the Company's\nor GroupMAC's Insider Trading Policy or Business Ethics Policy, if any, then in\neffect, or (x) the failure by the Employee to sign any lock-up letters,\nstandstill agreements, or other similar documentation required by an\nunderwriter in connection with a public offering of securities by the Company\nor GroupMAC or to take other actions reasonably related thereto as requested by\nthe Board of Directors of the Company.\n\n            (b) Termination for Cause or Resignation. If the Company terminates\nEmployee's employment for Cause or the Employee voluntarily resigns, the\nCompany shall pay the Employee's base salary earned through the date of\ntermination, but all rights to any other compensation or benefits arising\nhereunder shall be canceled and terminated in all respects concurrently with\nsuch termination of employment; provided that Employee may elect to continue to\nparticipate, at Employee's own expense, in such health insurance and other\nbenefits as to which the opportunity for continuing participation is mandated\nby applicable laws.\n\n            (c) Termination Without Cause. In the event that the Employee's\nemployment is terminated by the Company without Cause, the Company shall,\nsubject to the terms of subsections (d) and (e) of this Section 6 below, and\nonly if and as long as Employee is not in breach of his obligations under this\nAgreement, (i) pay to the Employee an amount equal to 12 months compensation at\nhis then current base salary payable in a lump sum, (ii) continue to provide\nbenefits in the kind and amounts provided up to the date of termination for\nsuch 12 month period, including continuation of any Company-paid benefits as\ndescribed in Section 5 for Employee and his family.\n\n            (d) Disability; Death. If at any time during the term of this\nAgreement, Employee is unable due to physical or mental disability to perform\neffectively his duties hereunder, the Company shall continue payment of\ncompensation as provided in Section 4 during the first 12 months of such\ndisability to the extent not covered by the Company's disability insurance\npolicies. Upon the expiration of such 12-month period, the Company, at its sole\noption, may continue payment of Employee's salary for such additional periods\nas the Company elects, or may terminate this Agreement without further\nobligations hereunder. If Employee should die during the term of this\nAgreement, Employee's employment and the Company's obligations hereunder shall\nterminate as of the end of the month in which Employee's death occurs and there\nwill be no salary and benefit continuation period.\n\n            (e) Securities Matters. Employee agrees that he will sign any\nlock-up letters, standstill agreements, or other similar documentation required\nby an underwriter in connection with a public offering of securities by the\nCompany or GroupMAC, or take other actions reasonably\n\n                                      -3-\n\n\n\n\nrelated thereto as requested by the Board of Directors of the Company. Failure\nto take any such action shall be 'Cause' for termination, or if termination has\nalready occurred, shall cause Employee to forfeit any further rights to the\nsalary continuation or other payments that would otherwise be payable to\nEmployee. In addition, Employee agrees that in such event the Company can seek\nand obtain specific performance of such covenant, including any injunction\nrequiring execution of such documents and the taking of such actions, and the\nEmployee hereby appoints the then current president of the Company to sign any\nsuch documents on his behalf so long as such documents are prepared on the same\nbasis as other management shareholders generally.\n\n            (f) Waiver and Release. In the event that employment is terminated\nby the Company without Cause, Employee agrees to accept, in full settlement of\nany and all claims, losses, damages and other demands which Employee may have\narising out of such termination, as liquidated damages and not as a penalty,\nthe applicable amounts payable to Employee as set forth in this Section 6.\nEmployee hereby waives any and all rights he may have to bring any cause of\naction or proceeding contesting any termination without Cause. Under no\ncircumstances shall Employee be entitled to any compensation or confirmation of\nany benefits under this Agreement for any period of time following his date of\ntermination if his termination is for Cause.\n\n         7. Covenant Not to Compete.\n\n            (a) During the term of this Agreement, Employee will not compete\nwith the Company or its affiliates, directly or indirectly, either for himself\nor as a member of a partnership or as a stockholder (except as a stockholder of\nless than one percent (1%) of the issued and outstanding stock of a\npublicly-held company whose gross assets exceed one hundred million dollars),\ninvestor, owner, officer or director of a company or other entity, or as an\nemployee, agent, associate or consultant of any person, partnership,\ncorporation or other entity, in any business in competition with that carried\non by the Company or its affiliates.\n\n            (b) Employee further agrees that, for the period from the date\nhereof to the later to occur of (i) five (5) years after the date hereof or\n(ii) two (2) years from and after the date of termination of Employee's\nemployment under this Agreement, regardless of the reason for such termination,\nhe will neither represent any other company nor engage in or carry on (directly\nor indirectly, either for himself or as a member of a partnership or as a\nstockholder (other than as a stockholder of less than one percent (1%) of the\nissued and outstanding stock of a publicly-held company whose gross assets\nexceed one hundred million dollars), 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 which\nengages in the installation, construction or maintenance of heating,\nventilation, air conditioning systems, fire sprinklers or plumbing within a 100\nmile radius of Gaithersburg, Maryland. Notwithstanding the foregoing, nothing\nherein shall prevent Employee from working in the indoor air quality, heating,\nventilation and air conditioning, plumbing or electrical contracting\nindustries, provided that such activities are in areas not in direct\ncompetition with any services or products produced, sold, conducted, developed,\nor in the process of development by the Company or its affiliates on the date\nof termination of Employee's employment.\n\n                                      -4-\n\n\n\n\n            (c) Employee agrees 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. Employee agrees that, in the event that the provisions of this\nAgreement should ever be deemed to exceed the scope of business, time or\ngeographic limitations permitted by applicable law, such provisions shall be\nand are hereby reformed to the maximum scope of business, time or geographic\nlimitations permitted by applicable law.\n\n            (d) Employee agrees that the remedy at law for any breach by him of\nthis Section 7 will be inadequate and that the Company shall also be entitled\nto injunctive relief.\n\n         8. Confidential Information and Results of Service. Employee agrees\nthat during the term of this Agreement, and for five (5) years after his\ntermination of employment, he will not make use of or disclose, without the\nprior consent of the Company, Confidential Information (as hereinafter defined)\nrelating to the Company, or any of its affiliates, and further agrees that he\nwill return to the Company at the termination of the Employee's employment or\nat any other time at the Company's request all written materials in his\npossession embodying such Confidential Information. For purposes of this\nAgreement, 'Confidential Information' includes information conveyed or assigned\nto the Company by Employee or conceived, compiled, created, developed,\ndiscovered or obtained by Employee from and during his employment relationship\nwith the Company, whether solely by the Employee or jointly with others, which\nconcerns the affairs of the Company or its affiliates and which the Company\ncould reasonably be expected to desire be held in confidence, or the disclosure\nof which would likely be embarrassing, detrimental or disadvantageous to the\nCompany or its affiliates and without limiting the generality of the foregoing,\nsuch information includes information relating to inventions, and the trade\nsecrets, technologies, algorithms, products, services, finances, business\nplans, marketing plans, legal affairs, supplier lists, client lists, potential\nclients, business prospects, business opportunities, personnel assignments,\ncontracts and assets of the Company and information made available to the\nCompany by other parties under a confidential relationship. Confidential\nInformation, however, shall not include information (i) which is, at the time\nin question, in the public domain through no wrongful act of Employee, (ii)\nwhich is later disclosed to Employee by one not under obligations of\nconfidentiality to the Company or Employee, (iii) which is required by court or\ngovernmental order, law or regulation to be disclosed, or (iv) which the\nCompany has expressly given Employee the right to disclose pursuant to written\nagreement. Employee agrees that the remedy at law for any breach by him of this\nSection 8 will be inadequate and that the Company shall also be entitled to\ninjunctive relief.\n\n         9. Employee Inventions. Each Employee Invention (as defined below)\nwill belong exclusively to the Company. The Employee acknowledges that all of\nthe Employee's writing, works of authorship, specially commissioned works, and\nother Employee Inventions are works made for hire and the property of the\nCompany, including any copyrights, patents, or other intellectual property\nrights pertaining thereto. If it is determined that any such works are not\nworks made for hire, the Employee hereby assigns to the Company all of the\nEmployee's right, title, and interest,\n\n                                      -5-\n\n\n\n\nincluding all rights of copyright, patent, and other intellectual property\nrights, to or in such Employee Inventions. The Employee covenants that he will\npromptly:\n\n              (a) disclose to the Company in writing any Employee Invention;\n\n              (b) assign to the Company or to a party designated by the\n                  Company, at the Company's request and without additional\n                  compensation, all of the Employee's right to the Employee\n                  Invention for the United States and all foreign\n                  jurisdictions;\n\n              (c) execute and deliver to the Company such applications,\n                  assignments, and other documents as the Company may request\n                  in order to apply for and obtain patents or other\n                  registrations with respect to any Employee Invention in the\n                  United States and any foreign jurisdictions;\n\n              (d) sign all other papers necessary to carry out the above\n                  obligations; and\n\n              (e) give testimony and render any other assistance but without\n                  expense to the Employee in support of the Company's rights to\n                  any Employee Invention.\n\n         For purposes of this Agreement, 'Employee Invention' means any idea,\ninvention, technique, modification, process, or improvement (whether patentable\nor not), any industrial design (whether registerable or not), any mask work,\nhowever fixed or encoded, that is suitable to be fixed or programmed in a\nsemiconductor product (whether recordable or not), and any work of authorship\n(whether or not copyright protection may be obtained for it) created,\nconceived, developed, purchased or acquired by Employee, either solely or in\nconjunction with others, during the term of Employee's employment with the\nCompany that relates in any way to, or is useful in any manner in, the business\nthen being conducted or proposed to be conducted by the Company, and any such\nitem created by the Employee, either solely or in conjunction with others,\nfollowing termination of the Employee's employment with the Company, that is\nbased upon or uses Confidential Information.\n\n         10. Notice. All notices, requests, demands and other communications\nrequired by or permitted under this Agreement shall be in writing and shall be\nsufficiently given if delivered by hand, by courier service, sent by registered\nmail, postage prepaid, or sent by facsimile (with written confirmation of\nreceipt) to the parties at their respective addresses listed below:\n\n              (a) If to the Employee:\n\n                  Ronald D. Bryant\n                  c\/o Masters, Inc.\n                  7891 Beechcraft Avenue\n                  Gaithersburg, Maryland 20879\n                  Facsimile No.: (301) 258-7368\n\n\n                                      -6-\n\n\n\n\n\n\n              (b) If to the Company:\n\n                  Masters, Inc.\n                  c\/o Group Maintenance America Corp.\n                  1800 West Loop South, Suite 1375\n                  Houston, Texas 77027\n                  Facsimile No. (713) 626-4776\n                  Attn: President\n\nEither party may change such party's address by such notice to the other party.\n\n         11. Assignment. This Agreement is personal to the Employee, and he\nshall not assign any of his rights or delegate any of his duties hereunder\nwithout the prior written consent of the Company. Neither the Employee nor his\nspouse will have the right to pledge, encumber, or otherwise dispose of any\npayments under this Agreement. The Company shall have the right to assign this\nAgreement 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\nthe industries in which the Company or its affiliates is then active shall not\nbe deemed to expand the scope of Employee's covenant not to compete with such\noperations, products or services without Employee's written consent.\n\n         12. Survival. The provisions of this Agreement shall survive the\ntermination of the Employee's employment hereunder in accordance with their\nterms.\n\n         13. Governing Law. This Agreement shall be governed by, and construed\nand enforced in accordance with, the laws of Maryland.\n\n         14. 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         15. Entire Agreement. This Agreement constitutes the entire agreement\nbetween the Company and the Employee with respect to the terms of employment of\nthe Employee by the Company and supersedes all prior agreements and\nunderstandings, whether written or oral, between them concerning such terms of\nemployment.\n\n         16. Waiver and Amendments; Cumulative Rights and Remedies.\n\n             (a) This Agreement may be amended, modified or supplemented, and\nany obligation hereunder may be waived, only by a written instrument executed\nby the parties hereto. The waiver by either party of a breach of any provision\nof this Agreement shall not operate as a waiver of any subsequent breach.\n\n\n                                      -7-\n\n\n\n\n             (b) No failure on the part of any party to exercise, and no delay\nin exercising, any right or remedy hereunder shall operate as a waiver hereof,\nnor shall any single or partial exercise of any such right or remedy by such\nparty preclude any other or further exercise thereof or the exercise of any\nother right or remedy. All rights and remedies hereunder are cumulative and are\nin addition to all other rights and remedies provided by law, agreement or\notherwise.\n\n             (c) The Employee's obligations to the Company and the Company's\nrights and remedies hereunder are in addition to all other obligations of the\nEmployee and rights and remedies of the Company created pursuant to any other\nagreement.\n\n         17. 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         18. Severability. In the event that any provision or provisions of\nthis Agreement is held to be invalid, illegal or unenforceable by any court of\nlaw or otherwise, 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\nrespect to those provisions which were held to be invalid, illegal or\nunenforceable.\n\n         IN WITNESS WHEREOF, the Company and the Employee have executed this\nAgreement effective as of the date first above written.\n\n                                  COMPANY:\n\n                                  MASTERS, INC.\n\n\n                                  By:      \/s\/ J. Patrick Millinor, Jr.\n                                     ------------------------------------------\n                                  Name:   J. Patrick Millinor, Jr.\n                                  Title:  Chief Executive Officer\n\n\n\n                                  EMPLOYEE:\n\n\n                                  \/s\/    Ronald D. Bryant \n                                  ---------------------------------------------\n                                  Ronald D. Bryant\n\n\n                                      -8-\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-39333","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\/39333","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=39333"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39333"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39333"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39333"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}