{"id":39496,"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-quincy-joist-co-schuff-steel-co-and-sam.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-quincy-joist-co-schuff-steel-co-and-sam","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-quincy-joist-co-schuff-steel-co-and-sam.html","title":{"rendered":"Employment Agreement &#8211; Quincy Joist Co., Schuff Steel Co. and Sam Mahdavi"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n         This EMPLOYMENT AGREEMENT (the 'Agreement') is made as of this 12th day\nof May, 1998, by and between QUINCY JOIST COMPANY, a Florida corporation (the\n'Company'), SCHUFF STEEL COMPANY, a Delaware Corporation (the 'Parent'), and SAM\nMAHDAVI, an individual ('Executive').\n\n\n                                    RECITALS\n\n         Company desires to employ Executive, and Executive desires to be\nemployed by Company, on the terms and conditions set forth herein.\n\n         NOW THEREFORE, in consideration of the mutual covenants, agreements,\nrepresentations, and warranties contained herein and for other good and valuable\nconsideration, the receipt and sufficiency of which are hereby acknowledged, the\nparties agree as follows:\n\n         1.       Definitions.  As used herein:\n\n                  (a) 'Parent Confidential Information' shall mean confidential,\n         proprietary information or trade secrets of Parent and its\n         subsidiaries, whether now existing, or acquired, developed, or made\n         available anytime in the future to or by Parent or its subsidiaries,\n         including, without limitation, the following: (1) customer and vendor\n         lists and related information as compiled by Parent and its\n         subsidiaries, including name, address, contact persons, pricing, sale\n         and contract terms and conditions, and contract expirations; (2)\n         Parent's and its subsidiaries' internal practices and procedures; (3)\n         Parent's and its subsidiaries' financial condition and financial\n         results of operation; (4) information relating to Parent's and its\n         subsidiaries' strategic planning, sales, financing, bonding and\n         insurance, purchasing, marketing, promotion, distribution, and selling\n         activities; (5) all information which Executive has a reasonable basis\n         to consider confidential or which is treated by Parent or its\n         subsidiaries as confidential; and (6) any and all information having\n         independent economic value to Parent or its subsidiaries that is not\n         generally known to, and not readily ascertainable by proper means by,\n         persons who can obtain economic value from its disclosure or use.\n         Executive acknowledges that such information is Parent Confidential\n         Information whether disclosed to or learned by Executive or originated\n         by Executive during his employment by Company or any of its\n         subsidiaries. To the extent that information is not publicly available,\n         it shall be presumed to be confidential.\n\n                  (b) 'Termination' shall mean termination of Executive's\n         employment with Company pursuant to Sections 15 to 19 hereof.\n\n         2. Term of Agreement. This Agreement will commence as of the Closing of\nthe acquisition (the 'Acquisition') of Addison Structural Services, Inc. by\nParent and shall terminate five (5) years from such date, unless earlier\nterminated in accordance with, and subject to, the other provisions hereof (the\n'Term'). The parties may extend the Term for additional one-year terms by mutual\nwritten agreement.\n\n         3. Position with Company. During the Term, Executive shall serve as\nPresident of Company, shall devote his full business time and efforts to the\naffairs of Company, and shall faithfully and diligently perform all duties\ncommensurate with such position, including, without limitation, those duties\nreasonably requested by Company's Board of Directors; provided that (i) unless\nagreed to by Executive (including appropriate additional compensation), such\nduties shall not materially vary from the type and scope of duties that\nExecutive has performed for the Company prior to the date of this Agreement,\n(ii) in no event will Executive be required to relocate from his current place\nof employment, and (iii) Executive shall be required to travel to the home\noffice of Parent periodically, but not in excess of reasonable requirements.\nExecutive shall be subject to and comply with all of Company's policies and\nprocedures that are generally applicable to Company's officers and employees.\nExecutive will report directly to Scott Schuff or his successor.\n\n         4. Salary\/Bonus.\n\n            (a) Through June 30, 1998, Executive shall continue to be\n         compensated in accordance with existing policies, as described on\n         Schedule A hereto. Effective July 1, 1998, Executive shall be entitled\n         to receive a minimum base salary from Company in the amount of $300,000\n         annually, payable in equal installments in accordance with Company's\n         general salary payment policies in effect during the Term hereof (the\n         'Minimum Base Salary'). The Minimum Base Salary shall be reviewed\n         annually in December and may be increased (but not decreased) at such\n         times and in such amounts as Company's Board of Directors shall\n         determine taking into account Executive's performance and duties, and\n         such other factors as it deems appropriate.\n\n            (b) Executive shall be entitled to receive a bonus for the year\n         ended June 30, 1998, determined and paid in accordance with existing\n         policies, as described on Schedule A. Effective July 1, 1998, Executive\n         shall be entitled to receive a bonus, payable on or before the 90th day\n         after the end of Company's fiscal year during each year of this\n         Agreement (pro rated for partial years during the Term) equal to two\n         percent (2%) of Company's income before taxes for the most recent\n         twelve month period ending on the last day of Company's fiscal year (or\n         the applicable prorated period, as appropriate), after a mutually\n         agreed upon home office charge and before any goodwill arising from the\n         acquisition of Company by Parent as more fully described on Schedule B\n         (the 'Annual Bonus'). Company's income before taxes shall be as\n         determined by Company's independent auditors in accordance with\n         generally accepted accounting principles as in effect on the date of\n         such determination and in conjunction with Company's fiscal year end\n         audit. Notwithstanding the foregoing, in the event the Annual Bonus for\n         any year (pro\n\n\n                                       -2-\n\n         rated as appropriate) does not equal or exceed $100,000 (the 'Minimum\n         Bonus'), then Company shall pay to Executive, at the time required for\n         payment of the Annual Bonus, the amount by which $100,000 exceeds the\n         Annual Bonus. In its discretion, the Company may award additional\n         bonuses to Executive from time to time.\n\n         5. Stock Options. On the date hereof, Parent shall grant Executive an\noption to acquire 20,000 shares of Parent common stock, par value $.001 per\nshare, under the existing option plan of Parent at the closing market price of\nsuch shares, as reported on the Nasdaq National Market on the Closing Date of\nthe Acquisition. In addition, Executive shall be entitled to additional options\nif Company's income before taxes (calculated in accordance with the applicable\nprovisions of paragraph 4 above) in any year exceeds $5,500,000, as set forth on\nSchedule C attached hereto and entitled 'Incentive Stock Option Plan.' In\naddition, the Board of Directors of Parent will review Executive's option\nposition annually and in its discretion may award Executive additional options.\n\n         6. Benefit Plans \/ Other Benefits. Executive shall be entitled to\nparticipate in the Company's health, life and disability insurance programs\ngenerally applicable to Company's officers or employees and the Company shall\npay all related insurance premiums; provided, however, that, while it is not the\nCompany's (or Parent's ) present intention to do so, nothing herein shall\nrestrict Company's ability to terminate or modify any benefit plan or\narrangement.\n\n         7. Expenses and Related Matters. Company shall pay for or reimburse\nExecutive for all business expenses incurred or paid by Executive in furtherance\nof Company's business, provide Executive with a Company automobile or an\nautomobile allowance and reimburse Executive for country club dues and expenses\nrelating to the existing memberships listed on Schedule D attached hereto, all\nsubject to and in accordance with Parent's policies and procedures of general\napplication and applicable tax laws.\n\n         8. Covenants of Employee. Executive hereby covenants and agrees that,\nduring the term of employment and for a period of twelve months after any\nTermination of employment, Executive will not:\n\n            (a) Engage, directly or indirectly, either as principal, partner,\n         joint venturer, director, officer, employee, consultant or independent\n         contractor, agent, or proprietor or in any other manner participate in\n         the ownership, management, operation, or control of any person, firm,\n         partnership, limited liability company, corporation, or other entity\n         which engages in joist manufacturing, or any other business of the\n         Company over which Executive has at the time of termination or has had\n         within six (6) months of termination managerial authority within any\n         jurisdiction in which Parent or its subsidiaries does or proposes to do\n         business.\n\n             (b) Directly or indirectly solicit for employment (whether as an\n         employee, consultant, independent contractor, or otherwise) any person\n         who is or was at any time within six (6) months of Termination an\n         employee, consultant, independent contractor or \n\n                                      -3-\n\n         the like of Parent or any of its subsidiaries, unless Parent gives its\n         written consent to such employment or offer of employment which (in the\n         case of consultants, independent contractors and the like) will not be\n         unreasonably withheld.\n\n             (c) Call on or directly or indirectly solicit or divert or take\n         away from Parent or any of its subsidiaries (including, without\n         limitation, by divulging to any competitor or potential competitor of\n         Parent or its subsidiaries) any person, firm, corporation, or other\n         entity who is, or during the preceding twelve months was, a customer or\n         prospective customer of Parent or any of its subsidiaries, for the\n         purpose of providing products and services that are competitive with\n         the services offered by Parent and its subsidiaries .\n\n         9.  Confidentiality and Nondisclosure. It is understood that in the\ncourse of Executive's employment with Company, Executive will become acquainted\nwith Parent Confidential Information. Executive recognizes that Parent\nConfidential Information has been developed or acquired at great expense, is\nproprietary to Parent or its subsidiaries, and is and shall remain the exclusive\nproperty of Parent. Accordingly, Executive hereby covenants and agrees that he\nwill not, without the express written consent of Parent, during Executive's\nemployment with Company or its subsidiaries and thereafter or until such time as\nParent Confidential Information becomes generally known, or readily\nascertainable by proper means, by persons unrelated to Parent or its\nsubsidiaries, disclose to others, copy, make any use of, or remove from Parent's\nor its subsidiaries' premises any Parent Confidential Information, except as\nExecutive's duties for Company or its subsidiaries may specifically require.\n\n         10. Acknowledgment; Relief for Violation. Executive hereby agrees that\nthe period of time provided for in Sections 8 and 9 and the territorial\nrestrictions and other provisions and restrictions set forth therein are\nreasonable and necessary to protect Parent, its subsidiaries and its and their\nsuccessors and assigns in the use and employment of the good will of the\nbusiness conducted by Parent and its subsidiaries. Executive further agrees that\ndamages cannot compensate Parent in the event of a violation of Section 8 or 9,\nand that, if such violation should occur, injunctive relief shall be essential\nfor the protection of Parent, its subsidiaries, and its and their successors and\nassigns. Accordingly, Executive hereby covenants and agrees that, in the event\nany of the provisions of Sections 8 and 9 shall be violated or breached, Parent\nand any subsidiary shall be entitled to obtain injunctive relief against\nExecutive, without bond but upon due notice, in addition to such further or\nother relief as may appertain at equity or law. Obtainment of such an injunction\nby Parent shall not be considered an election of remedies or a waiver of any\nright to assert any other remedies which Parent has at law or in equity. No\nwaiver of any breach or violation hereof shall be implied from forbearance or\nfailure by Parent to take action thereon. Executive hereby agrees that he has\nsuch skills and abilities that the provisions of Sections 8 and 9 will not\nprevent him from earning a living.\n\n         11. Extension During Breach. Executive agrees that the time period\ndescribed in Sections 8 and 9 shall be extended for a period equal to the\nduration of any breach of such provisions by Executive.\n\n\n\n                                      -4-\n\n         12. No Conflicts of Interest.\n\n             (a) During the period of Executive's employment with Company,\n         Executive will not independently engage in the same or a similar line\n         of business as Parent or its subsidiaries, or, directly or indirectly,\n         serve, advise, or be employed by any individual, firm, partnership,\n         association, corporation, or other entity engaged in the same or\n         similar line or lines of business.\n\n             (b) Executive is not a promoter, director, employee, or officer of,\n         or consultant or independent contractor to, a business organized for\n         profit, nor will Executive become a partner, promoter, director,\n         employee, or officer of, or consultant to, such a business while\n         employed by Company or its subsidiaries without first obtaining the\n         prior written approval of Parent. Executive disclaims any such\n         relationship or position with any such business. Should Executive\n         become a promoter, director, employee, or officer of, or a consultant\n         to, a business organized for profit upon obtaining such prior written\n         approval, Executive understands that Executive has a continuing\n         obligation to advise Parent at such time of any activity of Parent or\n         such other business that presents Executive with a conflict of interest\n         as an employee of Company.\n\n             (c) Should any matter of dealing in which Executive is involved, or\n         hereafter becomes involved, on his own behalf or as an employee of\n         Company, appear to present a possible conflict of interest under any\n         policy of Parent or any subsidiary then in effect, Executive will\n         promptly disclose the facts to Parent's Board of Directors so that a\n         determination can be made as to whether a conflict of interest does\n         exist. Executive will take whatever action is requested of Executive by\n         Parent or its Board of Directors to resolve any conflict which it finds\n         to exist, including severing the relationship which creates the\n         conflict.\n\n         13. Return of Company Materials and Parent Confidential Information.\nUpon Termination, Executive shall promptly deliver to Company the originals and\nall copies of any and all materials, documents, notes, manuals, or lists\ncontaining or embodying Parent Confidential Information or relating directly or\nindirectly to the business of Parent or its subsidiaries in the possession or\ncontrol of Executive.\n\n         14. No Agreement With Others. Executive represents, warrants, and\nagrees that Executive is not a party to any agreement with any other person or\nbusiness entity, including former employers, that in any way affects Executive's\nemployment by Company or relates to the same subject matter of this Agreement or\nconflicts with his obligations under this Agreement, or restricts Executive's\nservices to Company.\n\n         15. Termination for Cause. Company shall have the right to terminate\nExecutive for Cause at any time if any of the following events have occurred:\n\n\n\n                                      -5-\n\n             (a) Executive wilfully fails to perform his duties hereunder\n         (whether by reason of drug or alcohol addiction or otherwise), or\n         otherwise materially breaches this Agreement;\n\n             (b) Executive refuses or fails to follow any lawful direction of\n         Company's Board of Directors or violates any lawful policy established\n         by Company from time to time regarding the conduct of its businesses\n         and such refusal, failure or violation has had or is reasonably likely\n         to have a material adverse effect on or be materially disruptive to\n         Company; or\n\n             (c) Executive (i) is charged with or convicted of committing a\n         felony, (ii) engages in conduct involving fraud, embezzlement or theft,\n         or (iii) engages in other illegal or unethical conduct (such as\n         dishonesty or moral turpitude) that has been or is likely to be\n         materially detrimental to Company or has had or is reasonably likely to\n         have a material adverse impact on the standing or reputation of\n         Executive or Company.\n\nCompany shall provide written notice of a termination for Cause hereunder and,\nwith respect to a purported violation of subsection (a) or (b) above that is\ncurable in such time period, shall afford Executive an opportunity to cure or\ndisprove the purported violation for the twenty-day period following such\nnotice. Upon a termination for Cause, Executive shall be entitled to receive\nonly his Minimum Base Salary, the amount of any unpaid Annual Bonus earned in\nany complete fiscal year of the Company preceding the date of Termination, and\nany benefits as are due Executive through the effective date of such\nTermination.\n\n         16. Termination Upon Voluntary Resignation. Executive may resign his\nemployment with Company at any time and shall provide Company with not less than\n90 days prior written notice thereof. In the event Executive voluntarily resigns\nhis employment with Company, Executive shall be entitled to receive only such\nMinimum Base Salary, the amount of any unpaid Annual Bonus earned in any\ncomplete fiscal year of the Company preceding the date of Termination, and any\nbenefits as are due Executive through the effective date of such resignation.\n\n         17. Termination Upon Death of Executive. If during the term of this\nAgreement Executive dies, then this Agreement shall terminate and Company shall\npay to the estate of Executive only the Minimum Base Salary due Executive\nthrough the date of his death, the amount of any unpaid Annual Bonus earned in\nany complete fiscal year of the Company preceding the date of Termination, and\nany benefits (including any life insurance benefits provided to Executive's\nestate under Company's standard policies as in effect).\n\n         18. Termination Upon Disability of Executive. If during the term of\nthis Agreement Executive is unable to perform the services required of Executive\npursuant to this Agreement for a continuous period of 180 days due to disability\nor incapacity by reason of any physical or mental illness or in the event\nExecutive becomes permanently disabled or incapacitated (in each case, as\nreasonably determined by Parent's Board of Directors), then Company shall have\nthe right to \n\n                                      -6-\n\nterminate this Agreement at the end of such 180-day period or upon such\ndetermination of permanent disability, whichever occurs earlier, by giving\nwritten notice to Executive. Executive shall be entitled to receive only such\nMinimum Base Salary, the amount of any unpaid Annual Bonus earned in any\ncomplete fiscal year of the Company preceding the date of Termination, and any\nbenefits as are due Executive through the effective date of such Termination.\n\n         19. Termination by Company Other than for Cause, Death, Disability, or\nVoluntary Resignation. Company may elect at any time following ten (10) days\nprior written notice to terminate Executive for any reason other than for Cause,\ndeath, disability, or voluntary resignation of Executive. If such Termination\noccurs, Executive shall be entitled to receive the Minimum Base Salary and the\nMinimum Bonus over the twelve month period following such Termination or\nremainder of the Term, whichever is less.\n\n         20. Change of Control. In the event that (i) any person or entity (or\nrelated group of persons or entities) other than Parent acquires direct or\nindirect control of securities representing 50% or more of the total voting\npower of all outstanding securities of Company or (ii) any person or entity (or\nrelated group of persons or entities) other than the Schuff family acquires\ndirect or indirect control of securities representing 50% or more of the total\nvoting power of all outstanding securities of Parent, Executive will have the\nright to terminate this Agreement within 30 days thereafter by giving written\nnotice to the Company, in which event the provisions of Section 8(a) shall not\napply to Executive and Executive will be entitled to only those benefits\ndescribed in Section 16.\n\n         21. Arbitration. Any dispute, controversy, or claim, whether\ncontractual or non-contractual, between the parties hereto arising directly or\nindirectly out of or connected with this Agreement, relating to the breach or\nalleged breach of any representation, warranty, agreement, or covenant under\nthis Agreement, unless mutually settled by the parties hereto, shall be resolved\nby binding arbitration in accordance with the Commercial Arbitration Rules of\nthe American Arbitration Association (the 'AAA'). Any arbitration shall be\nconducted by arbitrators approved by the AAA and mutually acceptable to Company\nand Executive. All such disputes, controversies, or claims shall be conducted by\na single arbitrator, unless the dispute involves more than $50,000 in the\naggregate in which case the arbitration shall be conducted by a panel of three\narbitrators. If the parties hereto are unable to agree on the arbitrator(s),\nthen the AAA shall select the arbitrator(s). The resolution of the dispute by\nthe arbitrator(s) shall be final, binding, nonappealable, and fully enforceable\nby a court of competent jurisdiction under the Federal Arbitration Act. The\narbitrator(s) shall award compensatory damages to the prevailing party. The\narbitrator(s) shall have no authority to award consequential or punitive or\nstatutory damages, and the parties hereby waive any claim to those damages to\nthe fullest extent allowed by law. The arbitration award shall be in writing and\nshall include a statement of the reasons for the award. The arbitration shall be\nheld in Miami, Florida. The arbitrator(s) shall award reasonable attorneys' fees\nand costs to the prevailing party.\n\n         22. Severability; Reformation. In the event any court or arbiter\ndetermines that any of the restrictive covenants in this Agreement, or any part\nthereof, is or are invalid or unenforceable, \n\n                                      -7-\n\nthe remainder of the restrictive covenants shall not thereby be affected and\nshall be given full effect, without regard to invalid portions. If any of the\nprovisions of this Agreement should ever be deemed to exceed the temporal,\ngeographic, or occupational limitations permitted by applicable laws, those\nprovisions shall be and are hereby reformed to the maximum temporal, geographic,\nor occupational limitations permitted by law. In the event any court or arbiter\nrefuses to reform this Agreement as provided above, the parties hereto agree to\nmodify the provisions held to be unenforceable to preserve each party's\nanticipated benefits thereunder.\n\n         23. Notices. All notices and other communications hereunder shall be in\nwriting and shall be sufficiently given if made by hand delivery, by telecopier,\nor by registered or certified mail (postage prepaid and return receipt\nrequested) to the parties at the following addresses (or at such other address\nfor a party as shall be specified by it by like notice):\n\n                  If to Parent\n                  or Company :      Schuff Steel Company\n                                    420 South 19th Avenue\n                                    Phoenix, Arizona 85009\n                                    Phone: (602) 452-4445\n                                    FAX: (602) 452-4465\n                                    Attention: President\n\n                  With a copy to:   Snell &amp; Wilmer L.L.P.\n                                    One Arizona Center\n                                    Phoenix, Arizona 85004-0001\n                                    Phone: (602) 382-6252\n                                    FAX:  (602) 382-6070\n                                    Attn:  Steven D. Pidgeon, Esq.\n\n                  If to Executive:  Sam Mahdavi\n                                    3601 Gardenview Way\n                                    Tallahasee, Florida  32308\n                                    Phone:  (850) 894-2604\n                                    FAX:  None\n\n                  With a copy to:   King &amp; Spalding\n                                    191 Peachtree Street, N.E.\n                                    Atlanta, Georgia  30303-1763\n                                    Phone:  (404) 572-4600\n                                    FAX:  (404) 572-5147\n                                    Attn: Michael J. Egan III, Esq.\n\n         All such notices and other communications shall be deemed to have been\nduly given: when delivered by hand, if personally delivered; three business days\nafter being deposited in the mail, postage prepaid, if delivered by mail; and\nwhen receipt is acknowledged, if telecopied.\n\n\n                                      -8-\n\n         24. Counterparts. This Agreement may be executed in any number of\ncounterparts, and each counterpart shall constitute an original instrument, but\nall such separate counterparts shall constitute one and the same agreement.\n\n         25. Governing Law. The validity, construction, and enforceability of\nthis Agreement shall be governed in all respects by the laws of the State of\nFlorida, without regard to its conflict of laws rules.\n\n         26. Assignment; Third Party Beneficiaries. This Agreement shall not be\nassigned by operation of law or otherwise, except that Company may assign all or\nany portion of its rights under this Agreement to any subsidiary or affiliate of\nthe Company, but no such assignment shall relieve Company of its obligations\nhereunder, and except that this Agreement may be assigned to any corporation or\nentity with or into which Company may be merged or consolidated or to which\nCompany transfers all or substantially all of its assets, and such corporation\nor entity assumes this Agreement and all obligations and undertakings of Company\nhereunder. Parent and its subsidiaries are third party beneficiaries hereof and\neach may enforce this Agreement.\n\n         27. Further Assurances. At any time on or after the date hereof, the\nparties hereto shall each perform such acts, execute and deliver such\ninstruments, assignments, endorsements and other documents and do all such other\nthings consistent with the terms of this Agreement as may be reasonably\nnecessary to accomplish the transaction contemplated in this Agreement or\notherwise carry out the purpose of this Agreement.\n         28. Gender, Number and Headings. The masculine, feminine, or neuter\npronouns used herein shall be interpreted without regard to gender, and the use\nof the singular or plural shall be deemed to include the other whenever the\ncontext so requires.\n\n         29. Waiver of Provisions. The terms, covenants, representations,\nwarranties, and conditions of this Agreement may be waived only by a written\ninstrument executed by the party waiving compliance. The failure of any party at\nany time to require performance of any provisions hereof shall, in no manner,\naffect the right at a later date to enforce the same. No waiver by any party of\nany condition, or breach of any provision, term, covenant, representation, or\nwarranty contained in this Agreement, whether by conduct or otherwise, in any\none or more instances, shall be deemed to be or construed as a further or\ncontinuing waiver of any such condition or of the breach of any other provision,\nterm, covenant, representation, or warranty of this Agreement.\n\n         30. Attorneys' Fees and Costs. If any legal action or any arbitration\nor other proceeding is brought for the enforcement of this Agreement, or because\nof an alleged dispute, breach, default, or misrepresentation in connection with\nany of the provisions of this Agreement, the successful or prevailing party or\nparties shall be entitled to recover reasonable attorneys' fees, accounting\nfees, and other costs incurred in that action or proceeding, in addition to any\nother relief to which it or they may be entitled.\n\n\n                                      -9-\n\n         31. Section and Paragraph Headings. The Article and Section headings in\nthis Agreement are for reference purposes only and shall not affect in any way\nthe meaning or interpretation of this Agreement.\n\n         32. Amendment. This Agreement may be amended only by an instrument in\nwriting executed by all parties hereto.\n\n         33. Expenses. Except as otherwise expressly provided herein, each party\nshall bear its own expenses incident to this Agreement and the transactions\ncontemplated hereby, including without limitation, all fees of counsel,\nconsultants, and accountants.\n\n         34. Entire Agreement. This Agreement constitutes and embodies the full\nand complete understanding and agreement of the parties hereto with respect to\nthe subject matter hereof, and supersedes all prior understandings or\nagreements, whether oral or in writing.\n\n         35. Withholding. Executive acknowledges and agrees that payments made\nto Executive by Company pursuant to the terms of this Agreement may be subject\nto tax withholding and that Company may withhold against payments due Executive\nany such amounts as well as any other amounts payable by Executive to Company.\n\n         36. Release. Receipt of any of the benefits to be provided to Executive\nunder this Agreement following termination of Executive's employment hereunder\nshall be subject to execution and delivery by Executive of a release reasonably\nsatisfactory to Company of any and all claims that Executive may have against\nCompany or any related person, except for the continuing obligations provided\nherein, and an agreement that Executive shall not disparage Company or any of\nits directors, officers, employees or agents.\n\n         37. Guarantee. Schuff Steel Company hereby guarantees the obligations\nof the Company under this Agreement.\n\n\n                                      -10-\n\n         IN WITNESS WHEREOF, the parties hereto have duly executed this\nAgreement or caused this Agreement to be duly executed on their respective\nbehalf, by their respective officers thereunto duly authorized, all as of the\nday and year first above written.\n\n                              QUINCY JOIST COMPANY, a Florida corporation\n\n\n                              By: \/s\/ E.C. Addison\n                                  ---------------------------------------\n                              Name: E.C. Addison\n                              Its:  Chairman\n\n                              SCHUFF STEEL COMPANY, a\n                              Delaware corporation\n\n\n                              By: \/s\/ Scott A. Schuff\n                                  ---------------------------------------\n                              Name: Scott A. Schuff\n                              Its:  President and Chief Executive Officer\n\n\n                              \/s\/ Sam Mahdavi\n                              -------------------------------------------\n                              SAM MAHDAVI\n\n\n                                      -11-\n\n                                    SCHEDULES\n\nExisting Compensation Policies through June 30, 1998...........................A\n\nNew Cash Bonus Policy..........................................................B\n\nIncentive Stock Option Plan....................................................C\n\nExisting Country Club Memberships..............................................D\n\n\n* The registrant hereby agrees to furnish the above Schedules to the Securities\nand Exchange Commission upon request.\n\n\n                                      -12-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9539,9544],"class_list":["post-39496","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","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\/39496","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=39496"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39496"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39496"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39496"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}