**Exhibit 10.13**

 

AMENDED AND RESTATED

EMPLOYMENT AGREEMENT

 

                THIS AMENDED AND RESTATED AGREEMENT made andentered into by and between HENRY COMPANY, a California corporation,hereinafter called "Henry" or the "Employer," and JAMES F.DOOSE, hereinafter called the "Employee."

 

RECITALS

 

                A.            Employerand Employee have previously entered into an Employment Agreement dated August31, 1988 (the "1988 Agreement") with respect to Employee's employmentwith Resin Technology, a division of Employer (the "Division").

 

                B.            Employerand Employee now agree to amend, modify and restate in its entirety in the 1988Agreement to reflect, among other things, Employee's appointment as Presidentof the Division.

 

TERMS AND CONDITIONS

 

                NOW, THEREFORE, the parties hereto agree as follows:

 

                1.             Employment:   The Employer hereby employs the Employee,and the Employee hereby accepts employment upon the terms and conditionshereinafter set forth.

 

                2.             Term.   The term of the Agreement shall terminateJanuary 1, 2004.

 

                3.             Compensation.   For all services rendered by the Employeeunder this Agreement, the Employee shall accept an annual base compensation foreach fiscal year, payable in accordance with Employer's salary paymentpolicies, at an annual rate of $209,880.00 for the period from the date hereofthrough December 31, 1994, such amount to be increased as of January 1, 1995,and annually thereafter by a percentage amount equal to the average of (i) anypercentage increases in the Consumer Price Index for all Urban Consumers, Los Angeles-LongBeach-Anaheim during the preceding year and (ii) any percentage increase inbase compensation as a result of Employee's performance during the preceedingyear, if any, as determined in the sole discretion of the President of Henryand the Board of Directors. All reviews of Employee's performance shall be heldat least annually within 10 days of January 1 of each year, commencing January,1995.

 

                                In addition, the Employee shall be paid bonuscompensation in the amount equal to 2-1/2% of net operating profits of theDivision, up to a maximum of $100,000 per annum, calculated in accordance withgenerally accepted accounting principles (and as calculated in accordance withthe 1988 Agreement) before any reduction for federal corporate income

 

 

 

 

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taxes and state income taxes, non-cash reserves anddepreciation/amortization of plant and equipment and expenses and expensesattributable to other divisions of the Employer. Net operating profits shallinclude any product rebates attributable to this Division. The 2-1/2% of netoperating profits of the Division as defined above shall be paid annually aftera determination of said amount at the end of each fiscal year. This bonusamount shall be paid within 30 days after the close of the fiscal year.

 

                                The Employee shall also be paid an additionalannual bonus based on Return on Capital Employed ("ROCE") during thepreceding fiscal year, as calculated in accordance with Exhibit A, up to amaximum of 15% of Employee's base compensation for such year. The parameters ofsuch bonus shall be subject to change annually in the sole discretion of thePresident of Henry and the Board of Directors. This bonus amount, if any, shallbe paid during the first thirty days after the close of the fiscal year.

 

                                Additionally, Employer shall provide,entirely at Employer's expense, a comprehensive medical, dental, and mentalhealth care benefit program under the Henry Group of Companies medical benefitsplan on a basis consistent with the terms, conditions and overall administrationof such plan as made generally available to other employees of Employer;provided, however, that if Employee elects dependent or family coverage,Employee shall pay no more than $80 per month toward such coverage.

 

                4.             Duties.   The Employee is engaged as President of theDivision, to be directly responsible for all activities of the Division.

 

                5.             Extentof Services.   The Employee shalldevote his best efforts, attention, and energies to the business of theEmployer, and shall not, during the term of this Agreement, be engaged in anyother similar business activity. This shall not be construed as preventingEmployee from investing his assets, except to the extent that such interestsdetract from the performance of all of Employee's duties; provided, however,that in no event shall Employee directly or indirectly own, manage, operate,control, be employed by, participate in, or be connected in any manner with theownership, management, operation, or control of any business similar to thetype of business conducted by the Employer or its affiliates, at any timeduring the term of this Agreement.

 

                6.             Disclosureof Information.   Employeerecognizes and acknowledges that a list of the Employer's customers or clients,as it may exist from time to time, and the names of customers' employers andaddresses thereof are valuable, special, and unique assets of the Employer'sbusiness. Employee will not, during the term of his employment or at any timethereafter, disclose or in any way whatsoever use the Employer's customers,

 

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or any part thereof, for nay separate business, interest, or personalgain; or disclose any or all of the said customers' and candidates' names andaddresses, or either of them to any person, firm, corporation, association, orother entity whatsoever, for any reason or purpose.

 

                                In the event of a breach, or threatenedbreach, of the provisions of this paragraph by the Employee, the Employer shallbe entitled to an injunction restraining the Employee from disclosing, in wholeor in part, the list of the Employer's customers, and any or all of theclients' names and/or either of them, or from rendering any services to anysuch person, client, firm,   ,association, or other entity to whom such information, in whole or in part, hasbeen disclosed or threatened to be disclosed. Nothing herein contained shall beconstrued as prohibiting the Employer from pursuing any other remediesavailable to the Employer for such breach or threatened breach, including therecovery of damages from the Employee.

 

                7.             Expenses.   The Employee is authorized to incurreasonable expenses for promoting the business of the Employer includingexpenses for entertainment, travel, and similar items. The Employer willreimburse the Employee for all such expenses upon the presentation by theEmployee, from time to time, of an itemized account of such expenditures.

 

                                The parties hereto ackowledge that anautomobile is required by the Employee for the ordinary discharge of his dutiespursuant to this Agreement. For this purpose the Employer shall provide anautomobile for the use by the Employee of a quality commesurate with the officeand state of the Employee to be used only within the course and scope of theEmployer's business and pursuant to the discharge of the duties of thisAgreement, and in addition to pay any expenses associated with the driving,ownership and maintenance of said vehicle within said course and scope. TheEmployer may at its direction discharge its obligation with regard to theprovision of an automobile and associated expenses pursuant to this paragraphby the payment on a monthly basis of an automobile reimbursement expenseallowance, the amount of which is to be negotiated form time to time betweenthe Employee and the Board of Directors of the Employer.

 

                8.             Vacations.   The Employee shall be entitled each year toa vacation of not less than two weeks after one year of service, three weeksafter five years of service, four weeks after ten years of service, and fiveweeks after twenty years of service, during which time his compensation shallbe paid in full. For purposes of this paragraph, the Employee's years ofservice shall include all such years from and after April 1, 1982.

 

                9.             Disability.   If the Employee is unable to perform hisservices by reason of illness or incapacity for a period of more than sixmonths, the compensation otherwise payable to him

 

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during the continued period of such illness or incapacity after suchsix months shall be reduced by 25%; provided, however, that the aforementioned2-1/2% of net operating profits shall continue to be paid to the Employee andshall not be reduced as a result of said illness or incapacity for a period ofone year (including said six months). In the event the Employee is unable toreturn to work after one year of illness, his compensation shall stay in forceat 75% of his established compensation level for a period of one (1) additionalyear, after which no further compensation shall be payable to Employeehereunder. The 2-1/2% compensation for net operating profits shall bediscontinued following the first year of disability. The Employee's fullcompensation shall be reinstated upon his return to employment and thedischarge of his full duties hereunder.

 

                10.           Termination.   The Employer may terminate this agreementat any time by written notice to the Employee. In such event, and unless theEmployee is terminated for cause, the Employee shall be paid on the date oftermination a severance amount equal to the basic compensation due for the remainingterm hereof at the full base compensation rate set forth in Paragraph 3 above,excluding the 2-1/2% of net operating profits. The Employee may terminate thisAgreement upon ninety (90) days written notice to the Employer. In such event,the Employee shall continue to render his services and shall be paid hisregular compensation up to the date of termination, but no severance allowanceshall be due or paid to him.

 

                11.           DeathDuring Employment.   If the Employeedies during the term of this employment, the Employer shall pay to the estateof the Employee the compensation which would otherwise be payable to theEmployee up to the date of death, including a pro rata portion of theaforementioned 2-1/2% of net operating profits for that part of the Employer'sfiscal year prior to the date of Employee's death. In addition, the Employershall pay a sum equivalent to one year of full pay as a lump sum death benefitwithin thirty (30) days after the death of the Employee, to the widow of theEmployee or, if Employee is not then survived by such widow, to the Employee'sestate; provided, however, that if a life insurance policy is in force withrespect to the life of Employee at the time of death, such lump sum paymentshall be paid and funded from the proceeds of such policy, but in no eventshall such sum be an amount less than one year of full pay. No provision hereinshall replace or supplement any other executive life insurance benefit plan towhich Employee is entitled by virtue of his executive employment status. 

 

                12.           RestrictiveCovenant.   If the Employee'semployment with the Employer is terminated for any reason, then for a period oftwo years after said event, the Employee will not, within a radius of 500 milesfrom any then existing place of business of the Employer or any of itsaffiliates, directly or indirectly, own, manage, operate, control, be employedby, participate in, or be connected in any manner with the ownership,management, operating, or control of any business similar to the 

 

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type of business conducted by the Employer or any of itsaffiliates, at the time of termination. In the event of an actual or threatenedbreach by the Employee of the provisions of this paragraph, the Employer shallbe entitled to an injunction restraining the Employee from owning, managing,operating, controlling, being employed by, participating in, or being in anyway so connected with any business similar to the type of business conducted bythe Employer or any of its affiliates, at the time of termination of thisAgreement. Nothing herein stated shall be construed as prohibiting the Employerfrom pursuing any other remedies available to the Employer for such breach orthreatened breach, including the recovery of damages from the Employee.

 

                13.           LifeInsurance.   The Employer may in itsdiscretion at any time after the execution of this Agreement apply for andprocure as owner and for its own benefit insurance on the life of the Employee,in such amounts and in such form or forms as the Employer may choose. TheEmployee shall have no interest whatsoever in any such policy or policies, buthe shall, at the request of the Employer, submit to such medical examinations,supply such information, and execute such documents as may be required by theinsurance company or companies to whom the Employer has applied for suchinsurance. Upon termination of this Agreement, insurance policies on the lifeof the Employee shall be transferred to the Employee and premiums paid to thedate of transfer shall be borne by the Employer. Premiums to maintain theinsurance upon termination shall be borne by the Employee immediately upon thedate of termination.

 

                14.           Notices.   Any notice required or permitted to begiven under this Agreement shall be sufficient, if in writing and if sent byregistered mail to his residence, in the case of the Employee, or to itsprincipal office at 2911 Slauson Avenue, Huntington Park, California 90255, inthe case of the Employer.

 

                15.           Waiverof Breach, Costs.   The waiver byany party of a breach of any provision of this Agreement by the other shall notoperate or be construed as waiver of any subsequent breach by the other. In theevent of any legal action arising out of any breach of any provision of thisAgreement, the breaching party shall pay all reasonable costs of such action,including attorney fees, which are attributable to such breach or theenforcement of this Agreement.

 

                16.           Assignment.   The rights and obligations of the Employerunder this Agreement shall inure to the benefit of, and shall be binding upon,the successors and assigns of Employer. 

 

                17.           Holidays.   Employee shall be entitled to time off workwith pay for eleven holidays each year. Any additional days off during theyear, leaves of absence, etc., shall be in accordance with the Employer'spolicy.

 

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                18.           Entire Agreement.   This Agreement contains the entireagreement of the parties. It may not be changed orally, but only by anagreement in writing, signed by the party against whom enforcement of anywaiver, change, modification, or extension of discharge is sought.

 

                19.           Severability.   If any portion, phrase, or any other partyor portion whatsoever of this Agreement shall be declared or held illegal,void, voidable, or unenforceable, the remaining portions of this Agreementshall continue to be valid and remain in full force and effect.

 

                NOW, INWITNESS WHEREOF, the parties have executed and entered into this Agreement onthe 27th day of May, 1994.

 
|   | EMPLOYER: |                |
|--------|-----------|---------------------|
|   |      |                |
|   |      | HENRY  COMPANY      |
|   |      |                |
|   | By:       | /s/ RB  Lordinier   |
|   |      |                |
|   | EMPLOYEE: |                |
|   |      |                |
|   |      | /s/ James F.  Doose |
|   |      | James F. Doose      |
|   |      |                |
|        |           |                     |  |  |

 

 

 

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