DY » Topics » Timothy R. Estes

This excerpt taken from the DY DEF 14A filed Oct 30, 2008.
Timothy R. Estes
 
Effective as of November 4, 2004, the Company entered into an amended and restated employment agreement with Timothy R. Estes (the “Estes Employment Agreement”). Pursuant to the Estes Employment Agreement, Mr. Estes serves as Executive Vice President and Chief Operating Officer of the Company. The Estes Employment Agreement provides for a term of employment that began on November 4, 2004 and continues until December 31, 2008. Under the terms of the Estes Employment Agreement, Mr. Estes is provided with the following compensation: (i) an annual base salary of $420,000 (subject to increase by the Compensation Committee of the Board of Directors); (ii) an annual bonus as determined by the Board of Directors and with a target of 100% of his base salary; (iii) eligibility to participate in all employee benefit plans or programs of the Company; (iv) a grant of 50,000 restricted shares of the Company’s common stock; and (v) a grant of 50,000 stock options to purchase the Company’s common stock.
 
Termination for Cause or Resignation without Good Reason.  In the event that Mr. Estes resigns his employment without “Good Reason” or the Company terminates his employment for “Cause” (as such terms are defined below), he will not be entitled to any severance pay.
 
Termination without Cause or Resignation for Good Reason.  Upon a termination of Mr. Estes’ employment with the Company without “Cause” or upon his resignation for “Good Reason” (as such terms are defined below), Mr. Estes will be entitled to:
 
  •  A cash severance payment equal to two times the sum of (i) his annual base salary then in effect, plus (ii) the highest paid bonus paid to him during the three fiscal years immediately preceding such termination or resignation;
 
  •  Employee-benefit continuation for him and his eligible dependents for the 18 months following such termination or resignation; and
 
  •  A “tax gross-up” payment to cover any “golden parachute” excise taxes levied on any payments or distributions or benefits received under the Estes Employment Agreement or pursuant to any Company benefit plan.
 
If Mr. Estes is terminated without Cause or he resigns for Good Reason during the 13-month period following the date of a Change of Control, 100% of his (i) shares of restricted stock and (ii) stock options will be fully vested to the extent not already vested.
 
The cash severance payment is payable in substantially equal installments over the 18-month period following Mr. Estes termination or resignation of employment. Additionally, any unpaid portion of the cash severance payment that has not been paid will become immediately payable within five days following a Change of Control.


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Non-Renewal of Employment Agreement.  In the event the Company fails to renew the Estes Employment Agreement on substantially no less favorable terms, Mr. Estes will be entitled to a cash severance payment equal to his annual base salary then in effect, plus the highest bonus paid to him during the three fiscal years immediately preceding such non-renewal of the agreement.
 
The cash severance payment will be payable as soon as practical in substantially equal installments over the 12-month period following such non-renewal of the agreement. Additionally, any unpaid portion of the cash severance payment that has not been paid will become immediately payable within five days following the Change of Control.
 
All severance payments under the Estes Employment Agreements are subject to the execution and delivery of a waiver and release of claims and continued compliance with non-competition, non-solicitation and confidentiality covenants.
 
Defined Terms.  The following terms provided in the Estes Employment Agreement are used in this description.
 
“Cause” means a termination of Mr. Estes’ employment by the Company for his: (i) indictment for any crime, whether a felony or misdemeanor, that materially impairs his ability to perform his job-related functions, in each case involving the purchase or sale of any security, mail or wire fraud, theft, embezzlement, moral turpitude, or Company property; (ii) repeated willful neglect of his duties to the Company; or (iii) willful material misconduct in connection with the performance of his duties or other willful material breach of the employment agreement.
 
“Good Reason” means a resignation by Mr. Estes for any of the following reasons: (i) a failure by the Company to pay any portion of the compensation or provide any employee benefit due to him; (ii) a material diminution of his authority or responsibilities; (iii) the failure of any successor employer to appoint Mr. Estes to a commensurate position of a company listed on a North American stock exchange; (iv) a relocation of Mr. Estes’ principal place of business by more than 25 miles without his consent; (v) the failure to cause a successor company to assume the employment agreement; or (vi) a resignation during the one-month period commencing on the first anniversary of a Change of Control.
 
“Change of Control” shall be deemed to have occurred if any one or more of the following events occur: (i) an acquisition by any individual, entity or group of beneficial ownership of 20% or more of either (x) Dycom’s then outstanding shares of common stock or (y) the combined voting power of the then outstanding securities that are entitled to vote in the election of directors; (ii) a change in the composition of the Board of Directors of Dycom such that the individuals who, as of the effective date of Mr. Estes’ employment agreement, constitute the Board of Directors cease for any reason to constitute at least a majority of the Board of Directors; (iii) consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company; or (iv) the approval by the shareholders of the Company of the complete liquidation or dissolution of the Company.
 
This excerpt taken from the DY 10-K filed Sep 9, 2005.
Timothy R. Estes has been the Company’s Executive Vice President and Chief Operating Officer since September 2001. Prior to that, Mr. Estes was the President of Ansco & Associates, Inc., one of the Company’s subsidiaries, from 1997 until 2001 and as Vice President from 1994 until 1997.

     

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