Mr. Castellani was appointed our Chief Executive Officer and began employment on February 1, 2000, at which time he signed an employment and non-competition agreement. Mr. Castellaniís employment contract had an initial term of two years, and renews automatically each year thereafter unless terminated by Mr. Castellani or us. The contract provides for a base salary of $600,000, subject to annual increases at the discretion of the board of directors, and an annual cash bonus based on our achievement of performance targets established by the board of directors. In the event Mr. Castellani is terminated without cause, or terminates his employment for good reason, as defined in the employment agreement, he will receive salary through the later of the end of the term of employment or one year from the effective date of termination, less any amounts earned in other employment, and the pro rata share of the bonus due to Mr. Castellani prior to the termination of employment. Mr. Castellani has agreed not to compete with us, to preserve our confidential information, not to recruit or employ our employees to or in other businesses and not to solicit our customers or suppliers for competitors until one year after the effective date of termination.

 

††††††† On April 15, 1998, Messrs. Reid, Wade and Klasing and Ms. Stevens entered into employment agreements with us. These agreements contain severance provisions that provide for one year of base salary upon termination of employment, by us without cause or by the employee with good reason as defined in the employment agreement, less any amounts earned in other employment, and the pro rata share of the bonus due to the employee prior to the termination of employment. The agreements extend from year-to-year unless terminated by the employee or us. Other provisions require us to pay bonuses earned by the employee upon our achievement of targets relating to sales, earnings and return on invested capital that are approved by our board of directors, and an agreement by the employee not to compete with us, to preserve our confidential information, not to recruit or employ our employees to or in other businesses and not to solicit our customers or suppliers for competitors.

 

††††††† Upon his resignation, Mr. Reidís employment agreement was replaced by a severance agreement and an amendment to his employment and noncompetition agreement dated August 15, 2003 as filed with the SEC on November 6, 2003 as an exhibit to our quarterly report on Form 10-Q. This agreement provides Mr. Reid with the continuation of his then base salary and health care insurance coverage under the our group health care plan through twelve consecutive months following the date of his resignation, payment under his then existing bonus plan through fiscal 2003 and outplacement services for twelve months.

 

 

Restricted Stock Agreement, Employment and Noncompetition Agreement and Senior Executive Stock Subscription Agreement furnished on March 31, 2000 as an exhibit to Annual Report on Form 10-K of Advance Holding Corporation. (filings don't go that far)