 

Exhibit 10.1

 

EMPLOYMENT AGREEMENT

(Michael Woods)

 

This Employment Agreement (“Agreement”) is entered into as of February 1, 2020
and effective as of February 1, 2020 by and between Art’s-Way Manufacturing Co.,
Inc. (the “Company”), and Michael Woods (“Employee”).

 

RECITALS

 

 

A.

Employee desires to be employed by the Company as its Chief Financial Officer
and the Company desires to employ Employee as its Chief Financial Officer under
the terms and conditions of this Agreement.

 

 

B.

Employee recognizes, agrees and understands that execution of this Agreement is
an express condition of employment with the Company as its Chief Financial
Officer under the terms of this Agreement.

 

NOW, THEREFORE, in consideration of the Company employing Employee as its Chief
Financial Officer under this Agreement and/or other benefits now or hereafter
paid or made available to Employee by the Company, Employee and the Company
agree as follows:

 

 

ARTICLE 1

EMPLOYMENT AND TERMS OF AGREEMENT

 

1.1           Employment. The Company hereby employs Employee and Employee
hereby accepts employment as the Chief Financial Officer of the Company. This is
a full-time position.

 

1.2           Term. This Agreement is effective, and Employee’s employment
hereunder shall commence, as of the effective date set forth above. Employee’s
employment with the Company shall be “at will,” meaning either Employee or the
Company may terminate this Agreement and the employment relationship at any
time, with or without cause, and with or without advance notice. The
circumstances under which this Agreement may be terminated are set forth in more
detail in Section 3.1 of this Agreement.

 

1.3           Duties.

 

 

(a)

Employee agrees, during his employment with the Company, to devote his full
business and professional time and best efforts to the business of the Company,
including, without limitation, the performance of those duties and
responsibilities reasonably and customarily associated with his position;
provided, however, that Employee’s duties and responsibilities shall be subject
to determination by the Board of Directors of the Company.

 

 

--------------------------------------------------------------------------------

 
 

 

 

(b)

Employee shall report to, and at all times shall be subject to the direction of
the Company’s Chief Executive Officer and the Board of Directors or either of
their designee.

 

 

(c)

Employee shall, at all times during his employment with the Company, comply with
the Company’s reasonable standards, regulations and policies as determined or
set forth by the Company from time to time.

 

1.4           Outside Activities. During his employment with the Company,
Employee shall not engage in any other business activity that would conflict or
interfere with his ability to perform his duties under this Agreement.

 

ARTICLE 2

COMPENSATION AND BENEFITS

 

2.1           Base Salary. Employee’s initial annual base salary under this
Agreement shall be $100,000, subject to required and authorized deductions and
withholdings. This base salary is subject to upward or downward adjustment by
the recommendations of the CEO, Chairman of the Board and Vice Chairman of the
Board, the Compensation Committee and the final approval of the Board. This
Compensation shall be reviewed at least annually. The Company shall pay the base
salary to Employee in accordance with its standard payroll practices. Employee’s
base salary may be subject to review and adjustment by the Company from time to
time.

 

2.2           Incentive Pay. Employee shall be eligible to receive incentive
pay, including cash bonuses and equity awards under an equity incentive plan of
the Company, from time to time in the exclusive discretion of the Company. The
form, amount, and other terms of any such incentive pay shall be determined by
the Board of Directors (or a committee authorized by the Board).

 

2.3           Other Benefit Plans. Employee shall be eligible to participate in
any and all other employee benefit plans, health plans, or arrangements, if any,
made available from time to time by the Company to its employees to the extent
Employee meets the eligibility requirements to receive such benefits. Nothing in
this Agreement is intended to or shall in any way restrict the Company’s right
to, or not to, offer, amend, modify or terminate any of its benefits or benefit
plans during the terms of Employee’s employment.

 

2.4           Vacation & Sick Days. Employee shall be eligible to accrue
vacation in an amount to be determined by the Company in accordance with and
subject to the Company’s employee policies as they may exist from time to time.
Currently the Employee is eligible to accrue vacation for up to three (3) weeks
(15 work days) per year, accruing equally during the year as of each pay period.
In accordance with current policies, Employee may accrue and carry forward up to
160 hours of vacation time, which upon termination from the Company would be
paid for pro rata for the then-current annual salary. In addition, in accordance
with current policies, the Employee may take sick leave in accordance with
current Company policy. Company reserves the right to modify and alter its
vacation and sick day policies/personal days, and Employee’s benefits
thereunder, in its sole discretion, provided, however, the Employee shall have
the right to use then-existing accrued and carried vacation time up to the
current maximum of 160 hours.

 

2

--------------------------------------------------------------------------------

 

 

2.5           Expense Reimbursement. During the term of this Agreement, Employee
shall be entitled to reimbursement of all ordinary and necessary expenses
incurred by Employee for the Company, in accordance with the Company’s policies
and practices with regard to documentation and payment of such expenses.

 

ARTICLE 3

TERMINATION OF EMPLOYMENT

 

3.1           Termination. Employee’s employment with the Company may be
terminated at any time upon occurrence of any of the following:

 

 

(a)

By mutual written agreement of the Company and Employee.

 

 

(b)

Immediately upon the death of Employee.

 

 

(c)

Immediately by the Company for Cause, which shall mean the following:

 

 

(i)

Failure of Employee to (A) faithfully, diligently or competently perform the
material duties, requirements and responsibilities of his employment as
contemplated by this Agreement or as reasonably assigned by the Company’s Board
of Directors; or (B) Employee’s material breach of any provision of this
Agreement or of the policies, regulations and directives of the Company as in
effect from time to time;

 

 

(ii)

Any negligent or intentional act or omission on the part of Employee that is
materially injurious (or would be reasonably likely to be materially injurious)
to the reputation or business of the Company, including, but not limited to,
professional or personal conduct of Employee which is dishonest, disloyal, or
inconsistent with federal and state laws respecting harassment of, or
discrimination against, one or more of the Company’s employees; or

 

 

(iii)

Commission by or conviction of Employee of, or a guilty or nolo contendere plea
by Employee with respect to, any crime punishable as a felony.

 

3

--------------------------------------------------------------------------------

 

 

 

(d)

Upon written notice by Employee for any reason, effective immediately, unless
the Company, in its sole discretion, elects that Employee continue to provide
services hereunder for up to twenty-four weeks from the date of such written
notice, in which case the effective date shall be the date through which
Employee provides services hereunder. Employee will use best efforts to provide
twenty-four weeks’ written notice of Employee’s intent to terminate employment
under this subsection 3.1(d) and agrees to provide services for up to
twenty-four weeks from the date of such notice if requested by the Company. In
consideration for twenty-four weeks’ notice and diligent efforts during that
period, the employee will be eligible for a bonus equal to 25% of his salary
over the notice period, or $12,500.00. Should twenty-four weeks not complete,
the employee will not be eligible for any portion of the bonus.

 

 

(e)

Upon written notice by the Company for any reason, effective upon the date
specified therein, which may, at the Company’s sole discretion, be a date that
is up to twelve (12) weeks from the date of such written notice.

 

3.2          Compensation Upon Termination of Employee’s Employment.

 

 

(a)

In the event that Employee’s employment with the Company terminates, the
following provisions shall govern as applicable:

 

 

(i)

If termination occurs pursuant to subsection 3.1(a), the agreement of the
parties shall control.

 

 

(ii)

If termination occurs pursuant to subsection 3.1(b), all benefits and
compensation shall terminate as of the date of Employee’s death.

 

 

(iii)

If termination occurs pursuant to subsection 3.1(c ), all benefits and
compensation shall terminate as of the termination date.

 

 

(iv)

If termination occurs pursuant to subsection 3.1(d), all benefits and
compensation shall terminate as of the date the Employee ceases to provide
services.

 

 

(v)

If termination occurs pursuant to subsection 3.1(e), all benefits and
compensation shall terminate as of the later of: (A) the date the Employee
ceases to provide services; or (B) the date that is 8 weeks from the date of the
written notice provided by the Company, provided that any payments under this
subsection 3.2(a)(v)(B) shall be contingent upon Employee’s compliance through
this period with his obligations under Section 3.3 and Articles IV, V and VI of
this Agreement and Employee’s execution, delivery, compliance with, and
non-rescission of a full and final release of any and all claims in favor of the
Company and any related entities, and all such entities’ officers, directors,
shareholders, and employees, which release shall also affirm Employee’s
compliance with his obligations under Sections 3.3 and Articles IV, V and VI of
this Agreement. If payments are made to Employee under this subsection
3.2(a)(v)(B), the first such payment shall be made on the next regularly
scheduled payroll date, and provided that all payments due under 3.2(a)(v)(B)
shall be made within 9 weeks of the date of the written notice provided by the
Company.

 

4

--------------------------------------------------------------------------------

 

 

 

(b)

In addition to the consideration set forth in Section 2.3 of this Agreement, the
parties acknowledge that the Company’s agreement to provide Separation Payments
in accordance with the terms of this paragraph constitutes consideration for
Employee’s acceptance of the terms and conditions of this Agreement, including
the covenants in Article 5.

 

 

(c)

Notwithstanding anything in this Agreement to the contrary, if any of the
payments described in this subsection 3.2 are subject to the requirements of
Section 409A of the Internal Revenue Code of 1986, as amended (“Code Section
409A”) and the Company determines that Employee is a “specified employee” as
defined in Code Section 409A as of the date of Employee’s termination of
employment, such payments shall not be paid or commence earlier than the first
day of the seventh month following the date of Employee’s termination of
employment.

 

3.3          Return of Property. Immediately upon termination (or at such
earlier time as requested by the Company or its designees), Employee shall
deliver to the Company all of its property, including but not limited to all
work in progress, research data, equipment, originals and copies of documents
and software, client information and lists, financial information, and all other
material in his possession or control that belongs to the Company or its clients
or contains Confidential Information, as defined in Article 4.

 

ARTICLE 4

PROTECTION OF CONFIDENTIAL INFORMATION

 

4.1          Confidential Information. “Confidential Information” shall mean any
information not generally known or readily ascertainable by the Company’s
competitors or the general public. Confidential Information includes, but is not
limited to, use of or customization to computer, software, and/or internet
applications; data of any type that is created by Employee, which is provided,
or to which access is provided, in the course of Employee’s employment by the
Company; data or conclusions or opinions formed by Employee in the course of
employment; manuals; trade secrets; methods, procedures or techniques pertaining
to the business of the Company; specifications; systems; price lists; marketing
plans; sales or service analyses; financial information; client names, contact
information, requirements, purchase history or other information; supplier names
or other information; employee names or other information; research and
development data; diagrams; drawings; videotapes, audiotapes, or computerized
media used as training regimens; and notes, memoranda, notebooks, and records or
documents that are created, handled, seen, or used by Employee in the course of
employment. Confidential Information does not include information that Employee
can demonstrate by reliable, corroborated documentary evidence (1) is generally
available to the public or (2) became generally available to the public through
no act or failure to act by Employee.

 

5

--------------------------------------------------------------------------------

 

 

4.2          Confidentiality Restrictions. Employee agrees at all times to use
all reasonable means to keep Confidential Information secret and confidential.
Employee shall not at any time (including during and after termination of his
employment with the Company) use, disclose, duplicate, record, or in any other
manner reproduce in whole or in part any Confidential Information, except as
necessary for the performance of Employee’s duties on behalf of the Company.
Employee shall not at any time provide services to any person or entity if
providing such services would require or likely result in his using or
disclosing Confidential Information. Upon termination of Employee’s employment
with the Company, or upon Company’s earlier request, Employee shall immediately
return to the Company all originals and copies of Confidential Information and
other Company materials and property in Employee’s possession. Employee
acknowledges that use or disclosure of any of the Company’s confidential or
proprietary information in violation of this Agreement would have a materially
detrimental effect upon the Company, the monetary loss from which would be
difficult, if not impossible, to measure.

 

ARTICLE 5

COVENANT NOT TO COMPETE

 

5.1          Noncompetition. During Employee’s employment with the Company and
for a period of one year following the termination of his employment for any
reason, whether voluntary or involuntary, Employee agrees that she will not,
anywhere in the United States (which Employee acknowledges to be Employer’s
trade area), directly or indirectly, on behalf of himself or another individual
or entity, own, manage, operate, control, be employed by, consult for,
participate in, or provide services to any business, entity or person that is in
competition with Employer or sells or provides products or services that are the
same as or similar to, or compete with, products or services offered by Employer
at the time.

 

5.2          Nonsolicitation of Employees. During Employee’s employment with the
Company and for a period of one year following the termination of his employment
for any reason, whether voluntary or involuntary, Employee agrees that she will
not, directly or indirectly, on behalf of himself or another individual or
entity, solicit or hire for employment or any other arrangement for compensation
to perform services, any employee of the Company. For purposes of this Section
5.2, an “employee” means any individual who is then employed by the Company or
has been employed by the Company at any time within the six-month period prior
to Employee’s separation from employment.

 

5.3          Nonsolicitation of Clients. During Employee’s employment with the
Company and for a period of one year following the termination of his employment
for any reason, whether voluntary or involuntary, Employee agrees that she will
not, directly or indirectly, on behalf of himself or another individual or
entity, solicit or provide products or services that compete with the Company to
any of the Company’s clients. For purposes of this Section 5.3, a “client” means
any individual or entity that is then a client of the Company or has been a
client of the Company at any time within the twelve-month period prior to
Employee’s separation from employment.

 

6

--------------------------------------------------------------------------------

 

 

5.4          Understandings. Employee hereby acknowledges and agrees that the
Company informed his that the restrictions contained in this Article 5 would be
required as part of the terms and conditions of his employment under this
Agreement; that she signed and returned this Agreement to the Company prior to
commencing employment under the terms of this Agreement; that she has carefully
considered the restrictions contained in this Agreement and that they are
reasonable; and that the restrictions in this Agreement will not unduly restrict
him in securing other employment in the event of a termination from the Company.

 

ARTICLE 6

INVENTIONS

 

6.1          Invention. For purposes of this Agreement, the term “Invention”
means ideas, discoveries, and improvements, whether or not shown or described in
writing or reduced to practice, and whether patentable or not, relating to any
of the Company’s present or future sales, research, or other business
activities, or reasonably foreseeable business interests of the Company.

 

6.2          Disclosure. Employee shall promptly and fully disclose to the
Company, and will hold in trust for the Company’s sole right and benefit, any
Invention which Employee, during the period of his employment, makes, conceives,
or reduces to practice, or causes to be made, conceived, or reduced to practice,
either alone or in conjunction with others, that:

 

 

(a)

Relates to any subject matter pertaining to Employee’s employment;

 

 

(b)

Relates to or is directly or indirectly connected with the business, products,
projects, or Confidential Information of the Company; or

 

 

(c)

Involves the use of any time, material, or facility of the Company.

 

6.3          Assignment of Ownership. Employee hereby assigns to the Company all
of the Employee’s right, title, and interest in and to all such Inventions
described in Section 6.2 and, upon request by the Company, Employee shall
execute, verify, and deliver to the Company such documents, including, without
limitation, assignments and applications for Letters Patent, and shall perform
such other acts, including, without limitation, appearing as a witness in any
action brought in connection with this Agreement that is necessary to enable the
Company to obtain the sole right, title, and benefit to all such Inventions.

 

6.4          Excluded Inventions. It is further agreed, and Employee is hereby
so notified, that Section 6.3 does not apply to any invention for which no
equipment, supplies, facility, or Confidential Information of the Company was
used; which was developed entirely on Employee’s own time; and (a) which does
not relate either to the Company’s businesses or actual or demonstrably
anticipated research or development, or (b) which does not result from any work
performed by Employee for the Company.

 

6.5          Prior Inventions. Attached to this Agreement and initialed by both
parties is a list of all of the Inventions, if any, in which Employee possesses
any right, title, or interest prior to commencement of his employment with the
Company, which are not subject to the terms of this Agreement.

 

7

--------------------------------------------------------------------------------

 

 

ARTICLE 7

MISCELLANEOUS PROVISIONS

 

7.1          Survival and Remedies. The parties agree that the restrictions
contained in Articles 4 - 6 shall survive the termination of this Agreement and
Employee’s employment with the Company and shall apply no matter how Employee’s
employment terminates and regardless of whether his termination is voluntary or
involuntary. The parties further acknowledge and agree that, if Employee
breaches or threatens to breach the terms of Articles 4 - 6, the Company shall
be entitled as a matter of right to injunctive relief, in addition to any other
remedies available at law or equity. In the event any litigation, mediation or
arbitration or other process that is instituted by any party in order to
interpret or enforce any term or condition of this Agreement, including the
payment of money, injunctive relief, and the matter is addressed or the money is
collected, and the services of an attorney or attorneys are utilized for the
same, the prevailing party will be entitled to recover from the losing party all
attorney fees and costs, including court costs and fees and costs incurred
through any appeal, collection or enforcement, incurred by the prevailing party.

 

7.2          Notification. Employee authorizes the Company to notify third
parties (including, but not limited to, Employee’s actual or potential future
employers and the Company’s clients and employees) of the provisions of Articles
4 - 6, those provisions necessary for the enforcement of such articles, and
Employee’s obligations hereunder.

 

7.3          Governing Law and Jurisdiction. This agreement shall be governed by
and construed in accordance with the laws of the State of Iowa, without
reference to its conflict of law provisions. Each of the parties agrees that any
dispute between the parties will be resolved only in the courts of the State of
Iowa or the United States District Court for the Northern District of Iowa and
the appellate courts having jurisdiction of appeals in such courts.

 

7.4          Entire Agreement. This Agreement constitutes the entire
understanding of the Company and Employee and supersedes all prior agreements,
understandings, and negotiations between the parties, whether oral or written.
No modification, supplement, or amendment of any provision hereof shall be valid
unless made in writing and signed by the parties.

 

7.5          Successors and Assigns. This Agreement may be assigned by Company
to its successors and assigns. The services to be performed by Employee are
personal and are not assignable.

 

7.6          No Conflicting Obligations. Employee represents and warrants to the
Company that she is not under, or bound to be under in the future, any
obligation to any person or entity that is or would be inconsistent or in
conflict with this Agreement or would prevent, limit, or impair in any way the
performance by his of his obligations hereunder, including but not limited to
any duties owed to any former employers not to compete or use or disclose
confidential information. Employee represents and agrees that he will not
disclose to Company or use on behalf of Company any confidential information
belonging to a third party.

 

8

--------------------------------------------------------------------------------

 

 

7.7          Waivers. The failure of a party to require the performance or
satisfaction of any term or obligation of this Agreement, or the waiver by a
party of any breach of this Agreement, shall not prevent subsequent enforcement
of such term or obligation or be deemed a waiver of any subsequent breach.

 

7.8          Severability. In the event that any provision hereof is held
invalid or unenforceable by a court of competent jurisdiction, the Company and
Employee agree that that part should be modified by the court to make it
enforceable to the maximum extent possible. If the part cannot be modified, then
that part may be severed, and the other parts of this Agreement shall remain
enforceable.

 

7.9          Counterparts. More than one counterpart of this Agreement may be
executed by the parties hereto, and each fully executed counterpart shall be
deemed an original.

 

[Signature Page Follows]

 

9

--------------------------------------------------------------------------------

 

 

With the intention of being bound hereby, the parties have executed this
Agreement as of the date set forth above.

 

 

EMPLOYEE

 

 

 

 

 

 

 

 

/s/ Michael Woods

 

 

Michael Woods, Chief Financial Officer

 

 

 

 

 

 

ART’S-WAY MANUFACTURING CO., INC.

 

 

 

 

 

 

 

 

/s/ Carrie Gunnerson

 

 

Carrie Gunnerson

 

 

President, Chief Executive Officer

 

 

  10  
{'dataset': 'atticus_contracts'}