Executive Employment Agreement, dated September 2, 2016, between the Company and Colette C. Pieper

 

This EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”) made this 2nd day of September, 2016, by and between COMMAND CENTER, INC., a Washington corporation (hereinafter called “Company”) and COLETTE C. PIEPER, an individual (hereinafter called “Executive”).

Company desires to employ Executive and Executive desires to accept such employment, all on the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants set forth in this Agreement, the parties hereto agree as follows:

Subject to the terms and conditions of this Agreement and effective as of the Effective Date, Company hereby employs Executive, and Executive hereby accepts such employment, as the Chief Financial Officer of Company and in such other capacities and for such other duties and services as will from time to time be mutually agreed upon by Company and Executive, consistent with the position of the Chief Financial Officer and reporting directly to the President and Chief Executive Officer. The Effective Date shall be September 2, 2016 or the date upon which this Executive Employment Agreement has been fully executed and delivered by both Executive and Company, whichever is later.

Executive will devote Executive's entire business time, attention, and efforts as reasonably necessary to the performance of Executive's duties under this Agreement, and will serve Company faithfully and diligently and, except as may be specifically allowed by the Board of Directors, will not engage in any other employment while employed by Company.

During the Employment Period (as defined herein), Company will pay to Executive, as full compensation for the services rendered by Executive, a base salary at a rate of $185,000 per annum (“Base Salary”). Beginning on January 1, 2017, the Base Salary will increase to $200,000 per annum. Company will pay the Base Salary in accordance with Company's established payroll procedures. Payments will be made in bi-weekly installments, or in such other periodic installments upon which Company and Executive will mutually agree.

Executive shall propose to the CEO more specific criteria for attainment of these goals. The CEO shall determine in his sole discretion, to be exercised in a reasonable manner, whether each of these goals have been met.

Beginning in 2017, in addition to the Base Salary, Executive will be eligible for annual incentive bonus compensation (the “Annual Bonus”) pursuant to the Executive Bonus Plan as then approved by the Compensation Committee of the Board of Directors. The bonus plan will be based on performance metrics determined by the Compensation Committee at the beginning of each year. The annual bonus accrued, if any, in 2017 (and in later years) will be payable in the following year.

 

            (d) Withholding. The Company may withhold from any payments or benefits under this Agreement, all federal, state and local taxes as the Company is required to withhold pursuant to any law or governmental rule or regulation. Executive shall bear all expense of, and be solely responsible for, all federal, state and local taxes due with respect to any payment received hereunder.

 

4.           Stock Options and Stock.

(a)           Initial Stock Option Grant. Within a reasonable time following approval of a new stock incentive plan for the Company by its shareholders, Executive shall be awarded unvested options to acquire 500,000 shares of the Company’s common stock, $0.001 par value, at the exercise price equal to the closing price of the shares on the date of the award. The options shall vest in four equal annual installments of 125,000 options, beginning on the date of the award. If a new stock incentive plan has not been approved by the shareholders within six months after the Effective Date, then Executive and Company shall negotiate and document in an amendment to this Agreement an alternative compensation plan which provides an anticipated similar economic benefit to Executive as the options that otherwise would have been awarded pursuant to this paragraph.

 (b)           Number of Options Awarded. In the event of any change in the number of shares of stock outstanding by reason of any stock dividend or split, recapitalization, merger, consolidation, combination or exchange of shares or similar corporate change, the number of shares of stock to be optioned to Executive pursuant to Section 4(a) above will be appropriately adjusted.

(c)           Future Stock Option Grants. In the sole and absolute discretion of the Compensation Committee, Executive may become eligible for future option awards on such terms and conditions as the Committee directs.

5.           Relocation Expenses.

For a period of up to eight months following the Effective Date or until Executive’s home in Texas is sold, whichever occurs sooner, Company will pay the Executive’s cost of temporary housing in the Denver area, not to exceed $3,000 per month. Company shall provide additional reasonable and customary relocation assistance, including reimbursement for costs for moving household furnishings and belongings, closing costs related to the sale of her current home in Texas and closing costs on the purchase of a new home in the Denver area. If payments for or reimbursements to Executive under this Section 5 are reportable as taxable income by Executive, the payment by Company shall be grossed up to take into account the income tax impact.

6.           Other Benefits.

(a)           Reimbursement. During the Employment Period, Company will reimburse Executive for all travel and entertainment expenses and other ordinary and necessary business expenses incurred by Executive in connection with the business of Company and Executive's duties under this Agreement. The term “business expenses” will not include any item not deductible by Company for federal income tax purposes. To obtain reimbursement, Executive will submit to Company receipts, bills, or sales slips for the expenses incurred.

(b)           Professional Memberships and Continuing Professional Education. Company will pay for dues and fees required for any professional licenses maintained by Executive, membership in professional or industry associations, continuing education requirements associated with any professional license and conferences and seminars commonly attended by executives in similar companies.

(c)           Vacation. Executive will be entitled to four weeks paid vacation each year.

(d)           Other Benefits. During the Employment Period, Executive will be entitled to participate in any group insurance, pension, retirement, vacation, expense reimbursement, stock option, and other plans, programs, and benefits approved by the Compensation Committee and made available from time to time to executive employees of Company generally during the term of Executive's employment hereunder. The foregoing will not obligate Company to adopt or maintain any particular plan, program, or benefit.

The term of Executive's employment hereunder will commence on the Effective Date and will continue for a period of one year following the Effective Date, unless terminated by either party pursuant to the terms of this Agreement (such period and any extensions thereof, the “Employment Period”). The term of the Employment Period hereunder will automatically renew for a successive one-year term, unless terminated by either party giving written notice to the other not less than 30 days prior to the end of the then-current term or as otherwise set forth in this Agreement.

. Notwithstanding anything to the contrary herein contained:

 

(v) Without Cause

(1)           Executive may terminate the Employment Period at any time upon giving to Company written notice sixty days in advance of the proposed termination date.

(2)           Company may terminate the Employment Period at any time before the expiration of this Agreement without cause by giving to Executive written notice sixty days in advance of the proposed termination date.

 

All notices, requests, demands, and other communications required or permitted under this Agreement will be in writing and will be deemed to have been duly given and received: if mailed by registered or certified mail, three business days after deposit in the United States mail, postage prepaid, return receipt requested; if hand delivered, upon delivery against receipt or upon refusal to accept the notice; or if delivered by a standard overnight courier, one business day after deposit with such courier, postage prepaid, in each case, addressed to such party at the address set forth below:

 

 

Either party may change the address to which communications or copies are to be sent by giving notice of such change of address in conformity with the provisions of this Section 9(a) for the giving of notice.

Neither any failure nor any delay on the part of either party to exercise any right, remedy, power, or privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right, remedy, power, or privilege preclude any other or further exercise of the same or of any other right, remedy, power, or privilege, nor will any waiver of any right, remedy, power, or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power, or privilege with respect to any other occurrence.

This Agreement and all questions relating to its validity, interpretation, performance, and enforcement will be governed by and construed in accordance with the laws of the State of Colorado, notwithstanding any Colorado or other conflict-of-interest provisions to the contrary. Executive agrees that any and all claims arising between the parties out of this agreement shall be controlled by the laws of the State of Colorado, as follows: any dispute, controversy arising out of, connected to, or relating to any matters herein of the transactions between Company and Executive, or this Agreement, which cannot be resolved by negotiation (including, without limitation, any dispute over the arbitrability of an issue), will be settled by binding arbitration in accordance with the J.A.M.S/ENDISPUTE Arbitration Rules and Procedures, as amended by this Agreement. Arbitration proceedings will be held in Denver, Colorado. Company and Executive agree the prevailing party on any action to enforce rights hereunder shall be entitled, in addition to any awarded damages, their costs and reasonable attorney's fees, whether at arbitration, or on appeal. The parties agree that this provision and the Arbitrator's authority to grant relief are subject to the United States Arbitration Act, 9 U.S.C. § 1 et seq. ("USAA") and the provisions of this Agreement. The parties agree that the arbitrator shall have no power or authority to make awards or issue orders of any kind except as expressly permitted by this Agreement, and in no event does the arbitrator have the authority to make any award that provides for punitive or exemplary damages. The award may be confirmed and enforced in any court of competent jurisdiction. All post-award proceedings will be governed by the USAA. Company and Executive irrevocably consent to the jurisdiction and venue of such arbitration and such courts.

This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors, and assigns except that no party may assign or transfer such party's rights or obligations under this Agreement without the prior written consent of the other party.

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original as against any party whose signature appears thereon, and all of which will together constitute one and the same instrument. This Agreement will become binding when one or more counterparts hereof, individually or taken together, will bear the signatures of the parties reflected hereon as the signatories.

The provisions of this Agreement are independent of and separable from each other, and no provision will be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.

This Agreement contains the entire understanding between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings, inducements, and conditions, express or implied, oral or written, except as herein contained. The express terms hereof control and supersede: (a) any course of performance and/or usage of the trade inconsistent with any of the terms hereof; and (b) any provision of any other plan or agreement maintained by Company for the benefit of its employees generally inconsistent with any of the terms hereof. This Agreement may not be modified or amended other than by an agreement in writing signed by the parties hereto.

  The paragraph headings in this Agreement are for convenience only; they form no part of this Agreement and will not affect its interpretation.

Words used herein, regardless of the number and gender specifically used, will be deemed and construed to include any other number, singular or plural, and any other gender, masculine, feminine, or neuter, as the context requires.

In computing the number of days for purposes of this Agreement, all days will be counted, including Saturdays, Sundays, and holidays; provided, however, that if the final day of any time period falls on a Saturday, Sunday, or holiday, then the final day will be deemed to be the next day which is not a Saturday, Sunday, or holiday.

(k)           Third Party Beneficiaries. This Agreement shall not inure to the benefit of anyone other than Executive and Company and their successors and assigns. No third party may bring an action to enforce any term hereof and no third party beneficiary rights are created by this Agreement.

(l)           Non-Transferability. This is a personal agreement. None of the Executive’s rights, benefits, or interests hereunder may be subject to sale, anticipation, alienation, assignment, encumbrance, charge, pledge hypothecation, transfer, or set off in respect of any claim, debt, or obligation, or to execution, attachment, levy or similar process, or assignment by operation of law. Any attempt, voluntary or involuntary, to effect any such action shall be null, void, and of no effect.